B. The Management Company has been authorized by the SECPvide its letter bearing reference NO: NBFC-II/AD/AGIML/367 dated May 13, 2005 attached herewith as Annexure “B” toconstitute the Trust under the name and title of “Alfalah GHPValue Fund” (hereinafter referred to as “the Scheme”, or “theTrust” or “the Unit Trust” or “the Fund”) and to register thisTrust Deed, pending authorization for the establishment andoperation of the Scheme in accordance with the provisions ofthe Rules and this Trust Deed;

C. The Management Company has nominated and appointed theTrustee as trustee of the Scheme and the Trustee has acceptedsuch appointment upon the terms and conditions herein containedand the Tariff structure for Trusteeship as per Annexure “C”attached herewith;

D. The SECP has also approved the appointment of the Trustee;vide its said letter bearing reference NO: NBFC-II/AD/AGIM/368 dated May 13, 2005 attached herewith as Annexure “D”;

E. The Trustee hereby nominated, constituted and appointed as thetrustee of the Unit Trust herein created and the Trustee herebyaccepts such appointment on the terms and conditions containedin this Deed. The Management Company and the Trustee declarethat:

a) The Trustee shall hold and stand possessed of the FundProperty that may from time to time hereafter be vested inthe Trustee upon trust as a single common fund for the benefitof the Unit Holders ranking pari passu inter se, accordingto the number of Units held by each Unit Holders;

b) The Fund Property shall be invested or disinvested from

time to time by the Trustee at the direction of the ManagementCompany strictly in terms of the provisions contained andthe conditions stipulated in this Deed, the OfferingDocuments, the Rules and the conditions (if any) which maybe imposed by the SECP from time to time;

c) The Management Company shall establish, manage, operate

and administer the Fund in accordance with the Rules;

F. For attaining the aims and objectives, the Management Companyshall hand over to the Trustee, an initial sum of Rs 10,000/-.

TRUST DEED

ALFALAH GHP VALUE FUND

THIS TRUST DEED is made and entered into at Karachi, on this 19th day of May, 2005: 1. Name of the Scheme

ALFALAH GHP VALUE FUND (AGV)

2. Participating Parties and Constitution of the Trust

I. Alfalah GHP Investment Management Limited (AGIM), aCompany incorporated under the Companies Ordinance, 1984 withits registered office at 12th Floor, Tower A, Saima Trade Towers, I.I.Chundrigar Road, Karachi, through its Chief Executive and Director,Mr. Abdul Aziz Anis s/o. Mr. Muhammad Anis holding NIC No.42301-7958591-5 and Mr. Mohammad Yousuf s/o Mr. Abdullahholding NIC No. 42301-9762401-7 (hereinafter called the“Management Company” which expression, where the context sopermits, shall include its successors in interest and assigns) of theOne Part;

AND

II. Central Depository Company of Pakistan Limited (CDC), acompany incorporated under the Companies Ordinance 1984, andregistered with the Securities & Exchange Commission of Pakistan(SECP) as a Central Depository Company (CDC), with its RegisteredOffice at 8th Floor, Karachi Stock Exchange Building, Stock ExchangeRoad, Karachi, through its Chief Executive Officer, Mohammad HanifJakhura s/o Dawood Usman holding NIC No. 42201-2279204-9(hereinafter called the “Trustee” which expression, where the contextso permits, shall include its successors in interest and assigns) of theOther Part.

WITNESSETH:

A. The Management Company has been incorporated and registeredas an Asset Management Company pursuant to the Non-BankingFinance Companies (Establishment and Regulation) Rules, 2003(hereinafter referred to as the “Rules” for the purpose ofundertaking asset management services (certificate attachedhereto as Annexure “A”)).

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3. Governing Law and Jurisdiction 3.1 This Deed shall be subject to and be governed by the Laws of Pakistan,

including the Ordinance, the Rules and all other applicable laws andregulations and it shall be deemed for all purposes whatsoever that all theprovisions required to be contained in a trust deed of a unit trust by theRules are incorporated in this Deed as part and parcel thereof and in theevent of any conflict between this Deed and the provisions required to becontained in a trust deed by the Rules, the latter shall supersede and prevailover the provisions contained in this Deed.

3.2 Subject to the Arbitration Clause 32 hereafter, applicable between the

Management Company and the Trustee inter se, each party, including theUnit Holders irrevocably submit to the exclusive jurisdiction of the Courtsat Karachi.

4. Effect of this Deed, status of Unit Holders and retirement/change ofTrustee, etc.

4.1 Deed binding on each Unit Holders

The terms and conditions of this Deed shall be binding on each Unit Holdersas if he had been a party to it and shall be bound by the provisions hereofand shall further be deemed to have authorized and required the Trusteeand the Management Company to do so as required by them by the termsof this Deed and the Rules.

4.2 Unit Holders not liable to make further payments

No Unit Holders shall be liable to make any further payments to the Trusteeor the Management Company after he has paid the purchase (Offer) priceof the Units in accordance with Clause 7.1 hereafter and no further liabilityshall be imposed on any Unit Holders in respect of the Units held by him.

4.3 Units to rank pari passu 4.3.1 All Units and fractions thereof represent an undivided share in the Scheme

and shall rank pari passu according to the number of Units held by eachUnit Holder, including as to the rights of the Unit Holders in the NetAssets, earnings and the receipt of the dividends and distributions. EachUnit Holder has a beneficial interest in the Trust proportionate to the Unitsheld by such Unit Holder and shall have such rights as are set out in thisDeed and the Offering Document.

4.3.2 Core Units subscribed by the Core Investors shall however be offered andissued at par and shall not be redeemable (but are transferable) for a periodof two years from the close of First Offer period. A mention of suchrestriction and its termination date shall be entered into the Register andshall be noted on any Certificate issued in respect of such Units.

4.4 Trustee to report to the Unit Holders 4.4.1 The Trustee shall report to the Unit Holders in accordance with the Rules.

In particular, the Trustee shall issue a report to the Unit Holders to beincluded in the annual report to be sent to the Unit Holders whether in theTrustee’s opinion, the Management Company has in all material respectsmanaged the Scheme in accordance with the provisions of this Deed andthe Rules and if the Management Company has not done so, the respect inwhich it has not done so and the steps, which the Trustee has taken inrespect thereof.

4.4.2 The Trustee shall be entitled to require the Auditors to provide such reports

as may be agreed between the Trustee and the Management Company asmay be considered necessary to facilitate the Trustee in issuing thecertification required under the Rules. The Trustee shall endeavor toprovide the certification at the earliest date reasonably possible.

4.5 Manner in which the Trustee may retire

The Trustee shall be entitled to retire voluntarily at any time upon priorwritten notice of three months to the Management Company and afterobtaining prior written consent of the SECP; subject to the condition thatthe retirement shall not take effect except upon the appointment of a newtrustee. In the event of the Trustee desiring to retire, the ManagementCompany, within a period of three months after receiving a notice to thateffect from the Trustee and with the prior written approval of the SECP,may by a deed supplemental hereto under the seal of the ManagementCompany appoint a new trustee under the provisions of the Rules in placeof the retiring Trustee and also provide in such deed for the automaticvesting of all the assets of the Scheme in the name of the new trustee.Provided that the obligations of the Trustee shall continue and the Trusteeshall also receive its remuneration until the new trustee is appointed. Incase the Trustee decides to retire voluntarily, as above, it shall endeavourits best to suggest the name(s) of alternate company(ies) or institution(s)qualified for being appointed as trustee to the Management Company andthe SECP for appointment as the trustee, in the place of the Trustee.

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5. Role of the Management Company, Role of the Trustee and BankAccounts

5.A Role of the Management Company

5.A.1 The Management Company shall manage, operate and administer theScheme in accordance with the Rules.

5.A.2 Primary Functions of the Management Company:

5.A.2.1 Fund ManagementThe Management Company has the responsibility to make all investmentdecisions within the framework of the Rules, this Deed and the OfferingDocument(s).

5.A.2.2 Investor Services

The Management Company has the responsibility to facilitate investmentsand disinvestments by investors in the Scheme and to make adequatearrangements for receiving and processing applications in this regard.

5.A.2.3 Investor Records

i. The Management Company has the responsibility to maintain investorrecords and for this purpose it may appoint a Registrar, who isresponsible for performing Registrar Functions, i.e. maintaininginvestors’ (Unit Holders) records and providing related services. TheRegistrar shall carry out the responsibility of maintaining investors’records, issuing statements of accounts, issuing Certificatesrepresenting Units, processing redemption requests, processingdividend payments and all other related and incidental activities.

ii. The Management Company shall not remove the records or documents

pertaining to the Scheme from Pakistan to a place outside Pakistanwithout the prior written permission of the SECP and the Trustee.

5.A.2.4 Distribution

The Management Company, shall from time to time appoint, remove orreplace one or more suitable persons, entities or parties as Distributor(s)for carrying on Distribution Function(s) at one or more location(s) onterms and conditions to be incorporated in the Distribution Agreement(s)to be entered into between the Distributor and the Management Company.Provided that the Management Company may also itself act as a Distributorfor carrying on Distribution Functions. The Distributor(s) shall act as theinterface between the investors, the Management Company, the Registrarand the Trustee and perform all other Distribution Function(s), as definedin Clause 35.20 hereafter.

5.A.2.5 Investment FacilitatorsThe Management Company may, at its own responsibility, from time totime appoint Investment Facilitators to assist it in promoting sales of Units.

5.A.2.6 Record Keeping

The Management Company has the primary responsibility for all recordkeeping, regular determination and announcements of prices and forproducing financial reports from time to time. However, the Trustee hasthe responsibility to ensure timely delivery to the Management Companyof statements of accounts and transaction advices for banking and custodialaccounts in the name and under the control of the Trustee. The ManagementCompany shall provide the Trustee unhindered access to all records relatingto the Scheme.

5.A.3 Other Functions and Responsibilities of the Management Company: 5.A.3.1 The Management Company shall manage the Scheme and the Fund in the

best interest of the Unit Holders, in good faith and to the best of its abilityand without gaining any undue advantage for itself or any of its ConnectedPersons, and subject to the restrictions and limitations as provided in thisDeed and the Rules and subject to any special exemptions granted bySECP. Any purchase or sale of investments made under any of theprovisions of this Deed shall be made by the Trustee according to theinstructions of the Management Company in this respect, unless suchinstructions are in conflict with the provisions of this Deed or the Rules.The Management Company shall not be liable for any loss caused to theScheme or to the value of the Fund Property due to any elements orcircumstances beyond its reasonable control.

5.A.3.2 The Management Company shall comply with the provisions of the Rules

and this Deed for any act or matter to be done by it in the performance ofits duties and such acts or matters may also be performed on behalf of theManagement Company by any officer(s) or responsible official(s) of theManagement Company or by any nominee or agent appointed by theManagement Company and any act or matter so performed shall be deemedfor all the purposes of this Deed to be the act of the Management Company.The Management Company shall be responsible for the acts and omissionsof all persons to whom it may delegate any of its functions, as if thesewere its own acts and omissions and shall account to the Trustee for anyloss in value of the Fund Property where such loss has been caused by itsgross negligence or reckless or willful act and / or omission or of its officers,officials or agents.

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5.A.3.3 The Management Company may from time to time appoint, remove orreplace the Registrar.

5.A.3.4 The Management Company shall make available or ensure that there ismade available to the Trustee such information as the Trustee mayreasonably require in respect of any matter relating to the Scheme.

5.A.3.5 The Management Company shall not be under any liability, except such

liability as may be expressly assumed by it under the Rules and this Deed,nor shall the Management Company (save as herein otherwise provided)be liable for any act or omission of the Trustee, nor for anything exceptfor its own gross negligence or willful breach of duty. If for any reason itbecomes impossible or impracticable to carry out the provisions of thisDeed, the Management Company shall not be under any liability thereforor thereby and it shall not incur any liability by reason of any error of lawor any matter or thing done or suffered or omitted, to be done in goodfaith hereunder.

5.A.3.6 The Management Company shall maintain at its principal office, proper

accounts and records to enable a complete and accurate view to be formedof the assets and liabilities and the income and expenditure of the Trust,all transactions for the account of the Trust and amounts received by theTrust in respect of issuance of Units and paid out by the Trust on redemptionof Units and by way of distributions.

5.A.3.7 The Management Company shall prepare and transmit (physically or

through electronic means or on the web subject to SECP approval) anannual report, together with a copy of the balance sheet, income andexpenditure account and the Auditor’s report of the Scheme to the Trusteeand the Unit Holders within four months of the closing of the accountingdate and balance sheet and income and expenditure accounts shall complywith the requirements set out in the Rules.

5.A.3.8 The Management Company shall within one month of the closing of the

first and third quarter and within two months of the closing of first half (6months) of each Accounting Date, prepare and transmit (physically orthrough electronic means or on the web subject to SECP approval) to theUnit Holders and the SECP, balance sheet as at the end of that quarter,profit and loss account, cash flow statement and statement of changes inequity for that quarter, whether audited or otherwise.

5.A.3.9 The Management Company shall maintain a Register of Unit Holders of

the Trust (either in physical or electronic form) and inform the Trusteeand the SECP of the address where the Register is kept.

5.A.3.10 The Management Company shall with the consent of the Trustee, appointat the establishment of the Trust and upon any vacancy, the Auditor andsuch Auditor shall not be appointed for more than three consecutive yearsand the contents of the Auditor’s report shall be in accordance with theprovisions of the Rules.

5.A.3.11 The Management Company shall furnish a copy of the annual reporttogether with copies of the balance sheet, income and expenditure accountsand the Auditor’s report of the Scheme to the SECP within four months ofthe close of the Accounting Period, together with a statement containingthe following information, namely:

(i) Total number of Unit Holders; and

(ii) Particulars of the pertinent personnel (senior executives) of theManagement Company.

5.A.3.12 The Management Company shall, from time to time, advise the Trustee ofthe settlement instructions relating to any investment/ disinvestmenttransactions entered into by it on behalf of the Trust. The Trustee shallcarry out the settlements in accordance with the dictates of the specifictransactions. The Management Company shall ensure the settlementinstructions are given promptly after entering into the transaction so as tofacilitate timely settlement and the Trustee, on its side, shall ensure thatthe settlement is handled in a timely manner in accordance with dictatesof the transaction.

5.A.3.13 The Management Company shall provide the Trustee with regular reportsindicating dividends, other forms of income or inflows, and any rights orwarrants relating to the investments that are due to be received. The Trusteeshall report back to the Management Company any such amounts orwarrants that are received on such accounts from time to time.

5.B Role of the Trustee

5.B.1 The Trustee shall invest the Fund Property from time to time at the directionof the Management Company strictly in terms of the provisions containedand the conditions stipulated in this Deed, the Offering Document(s), theRules and the conditions (if any) which may be imposed by the SECPfrom time to time;

5.B.2 The Trustee has the responsibility for being the nominal owner and for the

safe custody of the assets of the Unit Trusts on behalf of the beneficialowners (the Unit Holders), within the framework of the Rules, the TrustDeed establishing the Unit Trust and Offering Document(s) issued for theUnit Trust.

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5.B.3 The Trustee shall have all the obligations entrusted to it under the Rules,the Trusts Act 1882, this Trust Deed and the Offering Document.

5.B.4 The Trustee shall nominate one or more of its officers to act as attorney(s)for performing the Trustee’s functions and for interacting with theManagement Company.

5.B.5 The Trustee shall in consultation with the Management Company appointand may also remove and replace from time to time one or more bank(s)and/or other depository company, to act as the Custodian(s) for holdingand protecting the Fund Property and every part thereof and for generallyperforming the custodial services at one or more locations and on suchterms, as the Trustee and the Management Company may mutually agreeand to be incorporated in custodial services agreement(s) to be executedbetween the Trustee and the Custodian(s). Provided however, the Trusteemay also itself provide custodial services for the Trust with the approvalof the Management Company at competitive terms as part of its normalline of business.

5.B.6 The Trustee shall comply with the provisions of this Deed for any act ormatter to be done by it in the performance of its duties and such acts ormatters may also be performed on behalf of the Trustee by any officer orresponsible official of the Trustee or by any nominee or agent appointedby the Trustee with the approval of the Management Company: Providedthat the Trustee shall be responsible for the acts and omissions of all personsto whom it may delegate any of its duties, as if these were its own acts andomissions and shall account to the Trust for any loss in value of the FundProperty where such loss has been caused by gross negligence or anyreckless act and/or omission of the Trustee or any of its directors, officers,nominees or agents.

5.B.7 The Trustee shall exercise all due diligence and vigilance in carrying outits duties and in protecting the interests of the Unit Holders. The Trusteeshall not be under any liability on account of anything done or suffered bythe Trust, if the Trustee had acted in good faith in accordance with or inpursuance of any request of the Management Company provided they arenot in conflict with the provisions of this Deed or the Rules. Wheneverpursuant to any provision of this Deed, any certificate, notice, direction,instruction or other communication is to be given by the ManagementCompany to the Trustee, the Trustee may accept as sufficient evidencethereof:

i) A document signed or purporting to be signed on behalf of theManagement Company by any person(s) whose signature the Trusteeis for the time being authorized in writing by the ManagementCompany to accept.

ii) Any instruction received online through the software solution adoptedby the Management Company for managing and keeping records ofthe funds managed by the Management Company and to thesatisfaction of the Trustee.

5.B.8 The Trustee shall not be liable for any loss caused to the Fund or to thevalue of the Fund Property due to any elements or circumstances beyondits reasonable control.

5.B.9 The Trustee shall carry out the instructions of the Management Companyin all matters including investment and disposition of the Trust Propertyunless such instructions are in conflict with the provisions of this Deedand/or the Offering Document(s) or the Rules and/or any other applicablelaw.

5.B.10 The Trustee shall make available or ensure that there is made available tothe Management Company such information as the Management Companymay reasonably require from time to time in respect of the Fund Propertyand all other matters relating to the Trust.

5.B.11 The Trustee shall issue a report to the Unit Holders included in the annualreport whether in its opinion, the Management Company has in all materialrespects managed the Fund Property in accordance with the provisions ofthe Rules, Offering Document and this Deed and if the ManagementCompany has not done so, the respect in which it has not done so and thesteps the Trustee has taken in respect thereof.

5.B.12 The Trustee shall be entitled to require the Auditors to provide such reportsas may be agreed between the Trustee and the Management Company asmay be considered necessary to facilitate the Trustee in issuing thecertification required under the Rules. The Trustee shall endeavor toprovide the certification at the earliest date reasonably possible.

5.B.13 The Trustee shall, if requested by Management Company or if it considersnecessary for the protection of Fund property or safeguarding the interestof Unit Holders, institute or defend any suit, proceeding, arbitration orinquiry or any corporate or shareholders’ action in respect of the FundProperty or any part thereof, with full powers to sign, swear, verify andsubmit pleadings and affidavits, to file documents, to give evidence, toappoint and remove counsel and to do all incidental acts, things and deedsthrough the Trustee’s authorized directors and officers. All reasonablecosts, charges and expenses (including reasonable legal fees) incurred ininstituting or defending any such action shall be borne by the Trust andthe Trustee shall be indemnified against all such costs, charges andexpenses: Provided that no such indemnity shall be available in respect of

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any action taken against the Trustee for gross negligence or breach of itsduties in connection with the Trust under this Deed or the Rules. For theavoidance of doubt it is clarified that notwithstanding anything containedin this Deed, the Trustee and the Management Company shall not be liablein respect of any losses, claims, damages or other liabilities whatsoeversuffered or incurred by the Trust arising from or consequent to any suchsuit, proceeding, arbitration or inquiry or corporate or shareholders’ actionor otherwise howsoever and (save as herein otherwise provided), all suchlosses, claims, damages and other liabilities shall be borne by the TrustFund.

5.B.14 Neither the Trustee or the Custodian (if Trustee has appointed anotherperson as Custodian) nor the Management Company or any of theirConnected Persons shall sell or purchase or deal in the sale of anyInvestment or enter into any other transaction with the Trust [save in thecapacity of an intermediary].

5.B.15 Subject to the Rules, any transaction between the Trust and the ManagementCompany or any of their respective Connected Persons as principal shallonly be made with the prior written consent of the Trustee.

5.B.16 The Trustee shall not be under any liability except such liability as may be

expressly assumed by it under the Rules and this Deed nor shall the Trusteebe liable for any act or omission of the Management Company nor foranything except its own negligence or willful breach of duty hereunder. Iffor any reason it becomes impossible or impracticable to carry out theprovisions of this Deed the Trustee shall not be under any liability thereforor thereby and it shall not incur any liability by reason of any error of lawor any matter or thing done or suffered or omitted, to be done in goodfaith hereunder.

5.C Bank Accounts

5.C.1 The Trustee, at the request of the Management Company, shall open BankAccounts titled CDC-Trustee Alfalah GHP Value Fund for the UnitTrust at designated Bank(s) at Karachi for collection, investment,redemption or any other use of the Trust’s funds.

5.C.2 The Trustee shall also open additional Bank Account(s) titled CDC-Trustee Alfalah GHP Value Fund at various branches of such otherBank(s) as requested by the Management Company. These accounts shallbe temporary collection accounts where collections shall be held prior totheir being transferred to the main Bank Account of the Trust on a dailybasis.

5.C.3 The Trustee shall open additional Bank Account(s) titled CDC – TrusteeAlfalah GHP Value Fund at such branches of Banks and at such locations(including outside Pakistan, subject to applicable regulations and afterobtaining all necessary approvals from the relevant regulatory authorityin Pakistan) as may be reasonably required by the Management Companyfrom time to time. Such accounts shall be used as collection and redemptionaccounts. There shall be instructions for all such collection and redemptionaccounts to promptly transfer the funds collected therein to the main BankAccount and/or transfer the funds to the relevant bank accounts of theUnit Holder for redemption purposes.

5.C.4 The Management Company may require the Trustee to open separate BankAccounts for the Unit Trust to facilitate investments on account of theTrust and the receipt, tracking and reconciliation of income or other receiptsrelating to the investments. This account may also be used to facilitateredemptions and other Trust related (ancillary) transactions.

5.C.5 The Management Company may also require the Trustee to open a separateBank Account for each dividend distribution out of the Unit Trust.Notwithstanding anything in this Deed, the beneficial ownership of thebalances in the Accounts shall vest in the Unit Holders.

5.C.6 All bank charges for opening and maintaining Bank Accounts for the Trustshall be charged to the Fund.

5.C.7 All interest, income, profit etc earned in the Distribution Account(s),including those accruing on unclaimed dividends, shall form part of theFund Property for the benefit of the Unit Holders and shall be transferredperiodically from the Distribution Account(s) to the main Bank Accountof the Trust.

5.C.8 The amounts received from the Core Investors (seed capital) and PrivatePlacement Investors (as per Clause 23 below) shall be deposited in aseparate Bank Account and transferred to the main Bank Account of theFund upon the close of the First Offer, Income, profit, interest etc earnedon the investments by the Core Investors and Private Placement Investorsupto the close of the First Offer, shall be paid to the Core Investors andPrivate Placement Investors and shall not form part of the Fund Property.

6. Investment of the Fund Property and Investment and BorrowingRestrictions

6.1 Investment of the Fund Property 6.1.1 During and prior to the commencement of the First Offer, the Trustee

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shall hold the Fund Property on deposit in a separate account with ascheduled bank or a financial institution having minimum investment graderating by SECP approved credit rating agency as requested by theManagement Company. After the First Offer, all Fund Property, except inso far as such cash may in the opinion of the Management Company berequired for transfer to the Distribution Account, shall be invested by theTrustee from time to time in such Authorized Investment as may (subjectalways to the provisions of this Deed and the Rules) be directed by theManagement Company.

6.1.2 It is declared that the Scheme shall offer investment opportunities in

accordance with the investment plans announced in the Offering Document. 6.1.3 Any Investment may at any time be realized at the discretion of the

Management Company either in order to invest the proceeds of sale inother Authorized Investments or to provide cash required for the purposeof any provision of this Deed or in order to retain the proceeds of sale incash or on deposit as aforesaid or partly one and partly another. AnyInvestment which ceases to be an Authorized Investment shall be realizedand the net proceeds of realization shall be applied in accordance withthis clause; provided that the Trust may postpone the realization of suchInvestment for such period as the Management Company may determineto be in the interest of the Unit Holders.

6.1.4 The purchase or sale of any Investment in listed securities for the account

of the Trust shall be made on the Stock Exchange through a broker whomust be a member of the Stock Exchange, unless the ManagementCompany is satisfied that it is possible and permissible under the rulesand regulations to make such purchase or sale more advantageously insome other manner. The Management Company will appoint the broker(s)from time to time having good standing in the market under intimation tothe Trustee. The Management Company shall not nominate, except asmay be permissible under the Rules, directly or indirectly, as a broker anyof its directors, officers or employees or their family members (whichterm shall include their spouse, parents, children, brothers and sisters).

6.2 Investment Restrictions 6.2.1 The Fund Property shall be subject to such exposure limits as are provided

in the Rules (subject to any exemptions that may be specifically given tothe Fund by the SECP): Provided that it will not be necessary for theTrustee to sell any Investment merely because owing to appreciation or

depreciation of any Investment or disposal of any Investments such limitshall be exceeded. The Management Company will have six (6) months tocomply with the exposure limits in case such limits are exceeded.

6.2.2 The Scheme shall not invest more than twenty five (25) percent of its netasset value in securities of any one sector as per classification of thepertinent stock exchange(s).

6.2.3 The purchase or acquisition of units in other open end unit trusts shall notexceed in the aggregate ten (10) percent of the Net Assets Valueimmediately after such investment has been made.

6.2.4 If and so long as the value of the holding in a particular company or sectorshall exceed the limit imposed by the Rules, the Management Companyshall not purchase any further Investments in such company or sector.However this restriction on purchase shall not apply to any offer of rightshares or any other offering, if the Management Company is satisfied thataccepting such offer is in the interest of the Trust.

6.2.5 Where investment of the Fund Property is made in equity securities, notless than 50% of the Fund Property shall be invested in the listed securitiesor in securities for the listing of which an application has been approvedby a Stock Exchange.

6.2.6 The Fund Property shall not be invested in any security of a company ifany director or officer of the Management Company or any of theirConnected Persons owns more than five per cent of the total nominalamount of the securities issued or collectively the directors and officers ofthe Management Company or any of their Connected Persons own morethan ten per cent of those securities.

6.2.7 The Trust shall not purchase from or sell any security to the ManagementCompany or the Trustee or to any director, officer or employee of theManagement Company or Trustee or to any person who beneficially ownsten per cent or more of the equity of the Management Company or theTrustee, save in the case of such party acting as a intermediary.

6.2.8 The Trust will not at any time:

6.2.8.1 Purchase or sell:

• Bearer securities.

• Securities on margin,

• Commodities contracts or commodities and directly real estate

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• Securities which result in assumption of unlimited liability (actual orcontingent).

• Αnything other than Authorized Investments as defined herein;

6.2.8.2 Participate in a joint account with others in any transaction;

6.2.8.3 Make short sales of any security or maintain a short position in securities.

6.2.8.4 Under no circumstances shall the Management Company buy or sell suchoptions on behalf of the Scheme in excess of 10% of the NAV that resultin an exposure beyond the number of underlying securities held in theportfolio of the Scheme. The Management Company may, however, buycall options or put options, on one or more item (financial or otherwise)that in its opinion would act as a hedge/defensive proxy for the overallmarket risk

6.2.9 Investment of the Scheme in any company shall not, at any time, exceedan amount equal to 10% of the total Net Asset Value of the Scheme at thetime of investment or 10% of the issued capital of the investee company

6.3 Exception to Investment Restrictions

6.3.1 In the event the weightages of shares exceed the limits laid down in theOffering Document or the Rules as a result of the relative movement inthe market prices of the investments or through any disinvestments, theManagement Company shall make its best endeavors to bring the exposurewithin the prescribed limits within six months of the event. But in anycase the Management Company shall not invest further in such shares orsectors while the deviation exists. However, this restriction on furtherinvestment shall not apply to any offer of right shares and bonus shares.

6.4 Borrowing and borrowing restrictions

6.4.1 Subject to any statutory requirements for the time being in force and tothe terms and conditions herein contained, the Trustee may at any time atthe request of the Management Company concur with the ManagementCompany in making and varying arrangements with Banks or financialinstitutions for borrowing by the Trustee for the account of the Scheme;provided that the borrowing shall not be resorted to, except for meetingthe redemption requests.

6.4.2 The charges payable to any bank or financial institution against borrowings

on account of the Trust as permissible under Clause 6.4.1 above, shall notbe higher than the normal prevailing bank charges or normal market rates.

6.4.3 The maximum borrowing for the account of the Trust shall not exceedfifteen per cent of the total Net Assets Value of the Scheme or such otherlimit as may be provided in the Rules. If subsequent to such borrowing,the Net Assets are reduced as a result of depreciation in the market valueof the Fund Property or redemption of Units, the Management Companyshall not be under any obligation to reduce such borrowing.

6.4.4 Neither the Trustee, nor the Management Company shall be required toissue any guarantee or provide security over their own assets for securingsuch borrowings from banks and financial institutions. The Trustee or theManagement Company shall not in any manner be liable in their personalcapacities for repayment of such loans or advances.

6.4.5 For the purposes of securing any such borrowing the Trustee may with the

approval of the Management Company mortgage, charge or pledge in anymanner all or any part of the Fund Property provided that the aggregateamount secured by such mortgage, charge or pledge shall not exceed thelimits provided under the Rules and/or any law for the time being in force.

6.4.6 Neither the Trustee nor the Management Company shall incur any liability

by reason of any loss to the Trust or any loss that a Unit Holders maysuffer by reason of any depletion in the Net Asset Value that may resultfrom any borrowing arrangement made hereunder in good faith.

7. Valuation of Property and Pricing 7.1 Determination of Purchase (Offer) Price 7.1.1 Units offered and issued during the First Offer shall be issued at par. The

offer and issuance of Units during the First Offer shall remain open duringthe period specified in the Offering Document.

7.1.2 After the First Offer, the Purchase (Offer) Price for the Unit Holder shall

be determined from time to time pursuant to Clause 7.1.3 hereafter andRule 80 of the Rules and shall be calculated and announced by the Schemeon daily basis.

7.1.3 The Purchase (Offer) Price shall be equal to the sum of:

a) The Net Asset Value as of the close of the Business Day on which thecompletely and correctly filled purchase of units form is receivedwithin business hours as announced by the Management Companyfrom time to time;

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b) Any Front-end Load;

c) Such amount as the Management Company may consider anappropriate provision for Duties, Charges, levies etc;

d) Such amount as the Management Company may consider anappropriate provision for Transaction Costs;The Purchase (Offer) Price so determined shall apply to purchaserequests, complete in all respects, received by the Distributor or theManagement Company during the business hours on the BusinessDay on which the completely and correctly filled purchase of unitsapplication form is received.

7.1.4 In the event that the amount paid as provision for payment of Duties andCharges pursuant to sub-clause 7.1.3(c) is insufficient to pay in full suchDuties and Charges, the Management Company shall be liable for thepayment in full of the amount of such Duties and Charges in excess ofsuch provisions (except where such excess arises from any Duties andCharges levied with retrospective effect after the date of payment in whichcase such excess shall be recovered from the Fund Property).

7.1.5 In the event that the amount paid as provision for payment of Duties andCharges pursuant to sub-clause 7.1.3(c) exceeds the relevant amount ofDuties and Charges, the Registrar shall issue additional Units or fractionsthereof to the Unit Holders based on the price applicable to the Unitsissued against the relevant application.

7.1.6 The Purchase (Offer) Price determined by the Management Company shallbe made available to the public at the office and branches of the Distributorsand at the discretion of the Management Company may also be publishedin at least one daily newspaper widely circulated in Pakistan.

7.1.7 If the variation of the Net Asset Value at any time exceeds five percent(5%) of the Net Asset Value included in the current Purchase (Offer) Pricecalculated under sub-clause 7.1.3(a), the Management Company maysuspend any issuance of Units and shall calculate forthwith a new Purchase(Offer) Price. The Management Company shall also inform theCommission of the suspension of issuance of Units alongwith the newPurchase (Offer) Price, and publish the same in the newspaper in whichthe Unit’s prices are normally published.

7.2 Allocation of Front-End Load 7.2.1 The remuneration of Distributors and Investment Facilitators shall be paid

exclusively from any Front-end Load received by the Trustee and/or maybe paid by the Management Company when the Trustee pays the Front-end Load to the Management Company for onward distribution to theDistributors and Investment Facilitators, and no charges shall be madeagainst the Fund Property or the Distribution Account in this respect. TheTrustee shall pay the remainder of any Front-end Load after suchdisbursement to the Management Company as additional remunerationfor their management services for the Scheme. If the Front-end Loadreceived by the Trustee is insufficient to pay the remuneration of theDistributors and Investment Facilitators, the Management Company shallpay the amount necessary to pay in full such remuneration.

7.2.2 Such payments may be made to the Distributors and Investment Facilitators

and the Management Company by the Trustee or may be made by theTrustee on the instructions of the Management Company on monthly basisin arrears within thirty days of the end of the calendar month.

7.2.3 A Distributor located outside Pakistan may if so authorized by the

Management Company and the Trustee, retain such portion of the Front-end Load as is authorized by the Management Company and transfer thenet amount to the Trustee, subject to the law for the time being in force.

7.3 Determination of Redemption Price 7.3.1 During the First Offer the Units shall not be redeemed. 7.3.2 After the First Offer the Redemption (Repurchase) Price shall be equal to

the Net Asset Value as of the close of the Business Day on which a correctlyand properly filled redemption of units form is received within businesshours as maybe announced by the Management Company from time totime, less:

a) Any Back-end Load;

b) Any taxes imposed by the Government; and

c) Such amount as the Management Company may consider an

appropriate provision for Duties, Charges, Levies etc;

d) Such amount as the Management Company may consider anappropriate provision for Transaction Costs;

The Redemption (Repurchase) Price so determined shall apply to

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redemption requests, complete in all respects, received by theDistributor or the Management Company during the business hours(as announced by the Management Company from time to time) onthe Business Day on which a correctly and properly filled redemptionapplication is received.

7.3.3 In the event that the amount paid as provision for payment of Duties and

Charges pursuant to sub-clause 7.3.2(c) is insufficient to pay in full suchDuties and Charges, the Management Company shall be liable for thepayment in full of the amount of such Duties and Charges in excess ofsuch provisions (except where such excess arises from any Duties andCharges levied with retrospective effect after the date of payment in whichcase such excess shall be recovered from the Trust Property).

7.3.4 In the event that the provision for payment of Duties and Charges pursuant

to sub-clause 7.3.2(c) exceeds the relevant amount of Duties and Charges,the Trustee shall refund such excess amount to the relevant Unit Holders.

7.3.5 The Redemption Price determined by the Management Company shall be

made available to the public at the office and branches of the Distributorsand at the discretion of the Management Company may also be publishedin at least one daily newspaper circulating in Pakistan.

7.3.6 If the variation of the Net Asset Value at any time exceeds five percent

(5%) of the Net Asset Value calculated pursuant to sub-clause 7.3.2 abovefor the current Redemption Price, the Management Company shall suspendany redemption of Units and shall calculate forthwith a new Redemption(Repurchase) Price. The Management Company shall also inform theCommission of the suspension of redemption of units alongwith theannouncement of the new redemption price, and publish the same in thenewspaper in which the Unit’s prices are normally published.

7.4 Redemption of Units 7.4.1 The Trustee shall at any time during the life of the Trust on the instructions

of the Management Company authorize redemption of Units out of theTrust funds through duly authorized Distributors and/or InvestmentFacilitators.

7.4.2 An application for redemption of Units shall be made by completing the

prescribed Redemption of Units Form and submitting it at the authorizedbranch or office of the Distributor and/or Investment Facilitator withinthe business day during the business hours as may be announced by the

Management Company from time to time. The Distributor may retainRedemption of Units Form and a copy may be supplied to the Registrar, ifso required by the Management Company. No person shall be entitled toredeem only part of the Units comprised in a Certificate; provided howeverin case where a Certificate is not issued any number of Units may beredeemed by the Unit Holders thereof. The relevant Certificate shallaccompany the application for Redemption of Units, if issued. In case ofapplication for redemption by Joint Unit Holders such application shouldbe signed by signatories as mentioned and required at the time of openingof the account within the Unit Holder Register through the Investor AccountOpening Form (Details are provided in the Offering Document).

7.4.3 The Trustee may at its option dispense with the production of anyCertificate that shall have become lost, stolen or destroyed upon complianceby the Unit Holder(s) with the like requirements to those arising in thecase of an application by him for the replacement thereof.

7.4.4 The Management Company shall announce the Redemption Price on adaily basis. The Redemption Price at which Units shall be redeemed shallbe the price fixed by the Management Company under the terms of thisDeed less any duties, charges, levies payable by the Unit Holder in theopinion of the Management Company for the redemption of such units, (ifany). However, in the event Clause 8 hereunder comes into application,the redemption value shall be determined in accordance with the procedurelaid out in Clause 8.

7.4.5 The amount payable on redemption may be paid to the Unit Holders bytransfer to the Unit Holder’s designated banker as mentioned in the InvestorAccount Opening Form and any other mode(s) of payment and suchpayment(s) shall be subject to NBFC Rules.

7.4.6 The receipt of the Unit Holders for any moneys payable in respect of the

Units shall be a good discharge to the Trustee. 7.4.7 Application for Redemption of Units will be received at the authorized

offices or branches of the Distributor on all Business Days. Whereredemption requests on any one Business Day exceed ten percent of eitherthe total number of Units outstanding or NAV of the Fund, such redemptionrequests in excess of ten percent may be deferred in accordance with theprocedure elaborated in Clause 8 hereof.

7.4.8 The Registrar shall verify the particulars given in the application for

Redemption of Units.

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7.4.9 A redemption request shall deem to have been made in accordance withthe provisions of the Offering Document, if such document prescribesautomatic redemption under certain circumstances.

7.4.10 The maximum interval between the receipt of a properly documented

request of Redemption of Units and payment of Redemption (Repurchase)Price to such Unit Holders(s) shall be six Business Days, subject to Clause8 hereof.

8. Dealing, suspension and deferral of dealing 8.1 Temporary change in the method of dealing

Under the circumstances mentioned in the Offering Document, theManagement Company may request the Trustee to approve a temporarychange in the method of dealing in Units. Such approval shall not beunreasonably withheld. The Management Company may, at any stage,suspend the dealing of Units and for such periods it may so decide.

8.2 Suspension of redemption of Units 8.2.1 The Redemption of Units may be suspended during extraordinary

circumstances including closure of one or more Stock Exchanges on whichany of the Securities invested in by the Scheme are listed, the existence ofa state of affairs, which in the opinion of the Management Company,constitutes an emergency as a result of which disposal of any investmentwould not be reasonably practicable or might seriously prejudice theinterest of the Scheme or of the Unit Holders, or a break down in themeans of communication normally employed in determining the price ofany investment, or when remittance of money can not be carried out inreasonable time and if the Management Company is of the view that itwould be detrimental to the remaining Unit Holders to redeem Units at aprice so determined in accordance with the Net Asset Value (NAV). TheManagement Company may announce a suspension or deferral ofredemption and such a measure shall be taken to protect the interest of theUnit Holders in the event of extraordinary circumstances or in the eventredemption requests accumulate in excess of ten percent of the Units inissue or 10% of Fund NAV. In the event of a large number of redemptionrequests accumulating, the requests may be processed in a Queue Systemand under extreme circumstances the Management Company may decideto wind up the Fund. Details of the procedure are given in Clause 8.2.2hereinbelow.

In the event of extra-ordinary circumstances, the Management Companymay suspend or defer Redemption of Units. The circumstances under whichthe Management Company may suspend redemption shall be the event ofwar (declared or otherwise), natural disasters, a major break down in lawand order, breakdown of the communication system, closure of the capitalmarkets and /or the banking system or strikes or other events that renderthe Management Company or the Distributors unable to function.

8.2.2 Such suspension or queue system shall end on the day following the firstBusiness Day on which the conditions giving rise to the suspension orqueue system shall in the opinion of the Management Company have ceasedto exist and no other condition under which suspension or queue system isauthorized under the Deed exists. In case of suspension and invoking of aqueue system and end of suspension and queue system the ManagementCompany shall immediately notify the SECP and publish the same innewspapers in which the Fund’s prices are normally published.

8.3 Suspension of fresh issue of Units

The Management Company may at any time, subject to the Rules, as maybe modified from time to time, suspend issue of fresh Units. Suchsuspension may however not affect existing subscribers for the issue ofbonus Units as a result of profit distribution or the option to receivedividends in the form of additional Units. The Management Companyshall announce the details of exemptions at the time a suspension of freshissue is announced. The Management Company shall immediately notifythe SECP if fresh issue of Units is suspended and shall also have the factpublished, immediately following such decision, in the newspapers in whichthe Fund’s prices are normally published.

8.4 Queue System

In the event redemption requests on any day exceed ten percent of eitherthe number of Units outstanding or the rupee redemption value of theUnits in issue, the Management Company may invoke a queue systemwhereby requests for redemption shall be processed on a first come firstserved basis for upto ten percent of the Units in issue. The ManagementCompany shall proceed to sell adequate assets of the Fund and/ or arrangeborrowing as it deems fit in the best interest of the Unit Holders and shalldetermine the redemption price to be applied to the redemption requestsbased on such action. Where it is not practical to determine thechronological ranking of any requests in comparison to others receivedon the same Business Day, such requests shall be processed on a

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proportional basis proportionate to the size of the requests. The requestsin excess of the ten-percent shall be treated as redemption requestsqualifying for being processed on the next Business Day at the price to bedetermined for such redemption requests. However, if the carried overrequests and the fresh requests received on the next Business Day stillexceed-ten percent of the Units in issue or 10% of the NAV of the Fund,these shall once again be treated on first-come-first served basis and theprocess for generating liquidity and determining the Redemption Priceshall be repeated and such procedure shall continue till such time theoutstanding redemption requests come down to a level below ten percentof the Units then in issue.

8.5 Winding up in view of major redemptions

In the event the Management Company is of the view that the quantum ofredemption requests that have built up shall result in the Fund being rundown to an unmanageable level or it is of the view that the sell-off ofassets is likely to result in a significant loss in value for the Unit Holderswho are not redeeming, it may announce winding up of the Fund. In suchan event, the queue system, if already invoked, shall cease to apply and allUnit Holders shall be paid after selling the assets and determining thefinal Redemption (Repurchase) Price. However, interim distributions ofthe proceeds may be made if the Management Company finds it feasible.

9. Fees and Charges

9.1 The Management Company shall be entitled to receive: 9.1.1 A remuneration of an amount as permissible under NBFC Rules. 9.1.2 The remuneration shall begin to accrue from the close of the First Offer

period. In respect of any period other than an Accounting Period suchremuneration shall be prorated on the basis of the actual number of daysfor which such remuneration has accrued in proportion to the total numberof days accrued in the Accounting Period concerned.

9.1.3 The Management Company shall be entitled to draw advance remuneration

on a monthly basis from the Fund Property out of its accrued remuneration.

9.1.4 In consideration of the foregoing and save as aforesaid the ManagementCompany shall be responsible for the payment of all expenses incurred bythe Management Company from time to time in connection with itsresponsibilities as Management Company of the Trust. The Management

Company shall not make any charge against the Unit Holders or againstthe Fund Property or against the Distribution Account for its services orfor its expenses, except such expenses as are expressly authorized underthe provisions of the Rules and this Deed to be payable out of FundProperty.

9.1.5 The Management Company shall bear all expenditures in respect of itssecretarial and office space and professional management, including allaccounting and administrative services provided in accordance with theprovisions of this Deed.

9.1.6 The Management Company shall however not make any further materialcharge against the Unit Holders nor against the Fund Property nor againstthe Distribution Account for its services nor for expenses, except suchexpenses or fees as are expressly authorized under the provisions of theRules and the Deed to be payable out of Fund Property.

9.2. Remuneration of Trustee and its Agents: 9.2.1 The Trustee shall be entitled to a monthly remuneration out of the Fund

Property based on an annual tariff of charges annexed hereto (Annexure“C”), which shall be applied to the average daily Net Assets during suchcalendar month. The remuneration shall begin to accrue from the close ofthe First Offer Period. For any period other than a full calendar monthsuch remuneration will be prorated on the basis of the actual number ofdays for which such remuneration has accrued in proportion to the totalnumber of days in the calendar month concerned.

9.2.2 Such remuneration shall be paid to the Trustee in arrears within thirty

days after the end of each calendar month.

9.2.3 In consideration of the foregoing and save as aforesaid and as provided in“Annexure C”, the Trustee shall be responsible for the payment of allexpenses incurred by the Trustee from time to time in connection withtheir duties as Trustee of the Trust. The Trustee shall not make any chargeagainst the Unit Holders or against the Fund Property or against theDistribution Account for its services or for its expenses, except suchexpenses as are expressly authorized to be paid out of the Fund Propertyunder the provisions of the Rules and this Deed.

9.2.4 The Trustee shall bear all expenditures in respect of its secretarial and

office space and professional management, including all accounting andadministrative services provided in accordance with the provisions of thisDeed.

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9.2.5 Any increase in the remuneration of the Trustee agreed to by theManagement Company shall require the approval of the SECP.

9.2.6 The Trustee shall however not make any further material charge against

the Unit Holders nor against the Fund Property nor against the DistributionAccount for its services nor for expenses, except such expenses or fees asare expressly authorized under the provisions of the Rules and the Deedto be payable out of Fund Property.

9.3 Formation Costs to be amortized against Property of the Scheme 9.3.1 Formation Cost shall be charged to the Fund which are estimated at and

shall not exceed 1% of Core Investment (Seed Capital) 9.3.2 Formation Cost will be amortized over a period not exceeding five years. 9.4 Other costs and expenses to be charged to and borne by the Trust 9.4.1 Brokerage and Transaction Costs related to investing and disinvesting of

the Fund Property.

9.4.2 Legal and related costs incurred in protecting or enhancing the interestsof the Fund or the collective interest of the Unit Holders.

9.4.3 Bank charges and borrowing/financial costs; provided that the charges

payable to any bank or financial institution against borrowings on accountof the Trust as permissible under Clause 6.4 above, shall not be higherthan the normal prevailing bank charges or normal market rates.

9.4.4 Auditors’ Fees and expenses and any printing costs and related expensesfor issuing Fund annual reports etc.

9.4.5 Listing Fee payable to the Stock Exchange(s) on which Units may be

listed. 9.4.6 Annual fee payable to the SECP under Rule 79 of the Rules; and 9.4.7 Taxes, if any, applicable to the Trust and its income and/or its properties. 9.4.8 Mutual Funds Association fee and other expenses directly related to or

arising out of the activities of the Fund. 9.4.9 Marketing expenses specifically related to the Fund.

9.4.10 Charges and levies of stock exchanges, national clearing and settlementcompany, SECP charges, CDC charges, CVT, Laga, Fund dividend/redemption of units transfer charges as payable to bank at time of transferof funds to Unit Holder and such other levies and charges.

9.4.11 Such expenses shall be paid to the Management Company at actuals withinthirty days of the incurring of such expense.

10 Transactions with Connected Persons

I. The Fund Property shall not be invested in any security of acompany if any director or officer of the Management Companyindividually owns more than five per cent of the total nominalamount of the securities issued or collectively the directors andofficers of the Management Company in their individualcapacities own more than ten per cent of those securities.

II. The Fund shall not purchase from or sell any security to theManagement Company or the Trustee or to any director, officeror employee of the Management Company or Trustee or to anyperson who beneficially owns ten per cent or more of the equityof the Management Company or the Trustee, or the majorshareholders of the Trustee Company, save in the case of suchparty acting as an intermediary.

III. For the purpose of sub-paragraphs (i) and (ii) above the termdirector, officer and employee shall include spouse, linealascendants and descendants, brothers and sisters.

IV. The following must be stated:

a) Cash forming part of the property of the Scheme may beplaced as deposits with the Trustee or an institution licensedto accept deposits;

b) Money can be borrowed from the Trustee or any otherInstitution provided that the charges are not higher than thenormal bank charges.

Subject to the Rules, any transaction between the Trust and theManagement Company or any of their respective connected personsas principal shall only be made with the prior written consent of theTrustee.

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11. Distribution Policy, Determination of Distributable Income and Dateof Distribution

11.1 The Management Company shall decide as soon as possible but not later

than four months after the Accounting Date whether to distribute amongUnit Holders, profits, either in form of bonus Units or cash dividend, ifany, available for the distribution at the end of the Accounting Period, andshall advise the Trustee of the rate of such distribution per Unit.

11.2 The amount available for distribution in respect of any Accounting Period

shall be determined by the Management Company and shall be the sumtotal of:

a) The total income earned on the Fund Property during such Accounting

Period including all amounts received in respect of dividend, mark-up, profit, etc.;

b) Net realized appreciation as set out in sub-clause 11.3, from which

shall be deducted expenses as set out in sub-clause 11.4 and suchother adjustments as the Management Company may determine inconsultation with the Auditors, subject to the Rules and the provisionsof the Income Tax Ordinance and the rules thereunder.

11.3 The proceeds of sales of rights and all other receipts deemed by the

Management Company to be in the nature of capital accruing fromInvestments shall not be regarded as available for distribution but shall beretained as part of the Fund Property, provided that such amounts out ofthe sale proceeds of the Investments and out of the sale proceeds of therights, bonus shares and all other receipts as deemed by the ManagementCompany to be in the nature of the net realized appreciation may bedistributable to the Unit Holders by the Trustee upon instructions of theManagement Company and shall thereafter cease to form part of the FundProperty once transferred to the Distribution Account.

11.4 The income qualifying for distribution in respect of the relevant periodshall be ascertained by deducting:

a) Remuneration of the Management Company for the relevant period; b) Remuneration of the Trustee for the relevant period; c) Brokerage and transaction costs related to investing and disinvesting

of the Fund Property;

d) Legal and related costs incurred in protecting or enhancing the interestsof the Fund or the collective interest of the Unit Holders;

e) Bank charges and borrowing/financial costs; f) Audit Fees and charges; g) Formation Costs amortized over a period not exceeding five years; h) Taxes applicable to the Fund on its income, turnover, assets or

otherwise; i) Annual fee payable to the SECP; and j) All expenses incurred by the Trustee in effecting the registration of

all registerable fund property in the name of the Scheme;

k) Any other expenses incurred in relation to management of the Fundproperty subject to NBFC Rules.

l) Any other costs as mentioned in Clause 9.4 above.

11.5 In case of cash dividend, on each Distribution Date the ManagementCompany shall instruct the Trustee to transfer such amount of cash asrequired to effect such distribution to the Distribution Account. The amountstanding to the credit of the Distribution Account shall not for any purposesof this Deed be treated as part of the Fund Property but shall be held bythe Trustee upon trust to distribute the same as herein provided.

11.6 After the fixation of the rate of distribution per unit, distribution payments

shall be made by the Trustee through transfer to the Unit Holders’designated bank account as mentioned in the Investor Account OpeningForm or through any other mode(s) of payment and such payment shall besubject to NBFC Rules.

11.7 Before making any distribution payment (such as bonus units, cash dividend

etc.) in respect of a Unit the Trustee or the Management Company maymake such deductions as may be required by law in respect of any Zakat,income or other taxes, charges or assessments whatsoever and issue to theUnit Holders the certificate/advice in respect of such deduction in theprescribed form or in a form approved by the concerned authorities.

11.8 The Management Company shall give the Unit Holders the option at the

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time of opening of Unit Holder Account (via the Investor Account OpeningForm) within the Unit Holder Register to receive new Units instead ofcash dividend. The Unit Holders shall be entitled to change such option.

11.9 In case of distribution in the form of bonus units on each distribution date

the Management Company shall determine the amount available fordistribution as bonus Units and inform the Trustee of the same.

11.10 After the fixation of rate of bonus entitlement per Unit, the Management

Company shall instruct the Registrar to credit the respective Unit Holders’accounts with the designated number of Units calculated on the basis ofthe rate of distribution determined above against the number of Units heldby them on the date of Register Closure.

11.11 The Management Company shall give the Unit Holder(s) the option at the

time of opening of Unit Holder Account (via the Investor Account OpeningForm) within the Unit Holder Register to encash bonus Units.

11.12 In such case the bonus Units issued to the credit of such Unit Holder(s)

shall be redeemed at the redemption value determined for the dayimmediately succeeding the Business Day on which the bonus Units arecredited and the proceeds shall be credited in accordance with the normalprocedure already detailed above for Redemption of Units.

11.13 The Unit Holders shall be entitled to change such options. Details aregiven in the Offering Document.

12. Annual Accounting Period 12.1 The Annual Accounting Period shall commence on January 1st of a calendar

year and shall end on December 31st of the ensuing calendar year. 12.2 Accounting Date shall be the 31st day of December in each year and any

interim dates at which the financial statements of the Fund are drawn up.Provided, however, that the Management Company may, with the consentof the Trustee and after obtaining approval of the SECP and theCommissioner of Income Tax, change such date to any other date.

12.3 Accounting Period shall be the period ending on and including an

Accounting Date and commencing (in case of the first such period) on thedate on which the Fund is registered and in any other case from the end ofthe preceding Accounting Period.

13. Base Currency

The base currency of the Scheme shall be Pakistani Rupee; it beingclarified, however, that the Authorized Investments may be denominatedin Pakistani Rupee or (subject to applicable law) any other ForeignCurrency.

14. Modification of the Constitutive Documents 14.1 The Trustee and the Management Company acting together shall be entitled

by deed supplemental hereto to modify, alter or add to the provisions ofthis Deed in such manner and to such extent as they may consider expedientfor any purpose, subject only to the approval of the SECP. Provided that,the Trustee and the Management Company shall certify in writing that, intheir opinion such modification, alteration or addition is required pursuantto any amendment in the Rules or to ensure compliance with any fiscal orstatutory requirement or to enable the provisions of this Deed to be moreefficiently, conveniently or economically managed or to enable the Unitsto be dealt in or quoted on Stock Exchange or otherwise for the benefit ofthe Unit Holder(s) and that it does not prejudice the interests of the UnitHolder(s) or any of them or operate to release the Trustee or theManagement Company from any responsibility to the Unit Holder(s).

14.2 Where this Deed has been altered or supplemented the Management

Company shall notify the Unit Holders immediately.

14.3 The Management Company may, from time to time, with the consent ofthe Trustee frame rules or regulations for conducting the business of theTrust or in respect of any other matter incidental thereto; provided suchrules or regulations are not inconsistent with the provisions of this Deedor the Offer Documents.

14.4 If the Commission modifies the Rules to allow any relaxations orexemptions, these will deemed to have been included in this Trust Deedwithout requiring any modification as such.

15. Termination and Liquidation of the Scheme 15.1 The Management Company may terminate the Scheme, if the Net Assets

at any time fall below Rupees fifty million. The Management Companyshall give at least three months notice to Unit Holders and shall disclosethe grounds of its decision. The Management Company may announcewinding up of the Trust without notice in the event redemption requests

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build up to a level where the Management Company is of the view that thedisposal of the Fund Property to meet such redemptions would jeopardizethe interests of the remaining Unit Holders and that it would be in the bestinterest of all the Unit Holders that the Trust be wound up.

15.2 In the event the Management Company is of the view that the quantum of

redemption requests that have built up shall result in the Scheme beingrun down to an unmanageable level or it is of the view that the sell-off ofassets is likely to result in a significant loss in value for the Unit Holderswho are not redeeming, it may announce winding up of the Trust withoutnotice.

15.3 The Trust may also be terminated by the SECP on the grounds given in

the Rules. 15.4 This Deed may be terminated in accordance with the conditions specified

in the Rules if there is a material breach of the provisions of this Deed orother agreement or arrangement entered into between the Trustee andManagement Company regarding the Unit Trust.

15.5 Upon the Trust being terminated the Management Company shall suspend

the Sale and Redemption of Units forthwith and proceed to sell allInvestments then remaining in the hands of the Trustee as part of the FundProperty and shall repay any borrowing effected by the Trust togetherwith any mark-up remaining unpaid.

15.6 The Trustee on the recommendation of the Management Company shall

from time to time distribute to the Unit Holders pro rata to the number ofUnits held by them respectively all net cash proceeds derived from therealization of the Fund Property after making payment as mentioned inClause 15.5 above and retaining such sum as considered or apprehendedby the Management Company for all costs, charges, expenses, claims anddemands.

16. Fund Property 16.1 The aggregate proceeds of all Units issued from time to time after deducting

Duties and Charges and after deducting there from or providing thereagainstany applicable Front-end Load shall constitute part of the Fund Propertyand the Distributors shall remit such proceeds to the Trustee in accordancewith the instructions given by the Management Company from time totime.

16.2 The Fund Property shall initially be constituted out of the proceeds of theUnits issued to the Core Investors and other Units issued during the FirstOffer after deducting any applicable Duties and Charges and Loads therefrom.

16.3 The Trustee shall take the Fund Property into its custody or under itscontrol either directly or through the Custodian and hold it in trust for thebenefit of the Unit Holders ranking pari passu inter se, according to thenumber of Units held by each Unit Holder(s) and in accordance with theprovisions of the Rules and this Deed. The Fund Property shall always bekept as separate property and shall not be applied to any purposeunconnected with the Scheme. All registerable Investment shall beregistered in the name of the Trustee and shall remain so registered untildisposed of pursuant to the provisions of this Deed. All expenses incurredby the Trustee in effecting such registration shall be payable out of theFund Property.

16.4 Save, as herein expressly provided, the Fund Property shall always be

kept as separate property free from any mortgages, charges, liens or anyother encumbrances whatsoever and the Trustee or the Custodian shallnot, except for the purpose of the Fund as directed by the ManagementCompany, create or purport to create any mortgages, charges, liens or anyother encumbrances whatsoever to secure any loan, guarantee, or any otherobligation actual or contingent incurred, assumed or undertaken by theTrustee, the Custodian or any other person.

16.5 The Trustee shall have the sole responsibility for the safekeeping of the

Fund Property. Subject to Clause 5.B.7 above, in the event of any loss,caused through negligence/deliberate act/omission on the part of theTrustee or violation of the terms of this Deed, the Trustee shall have anobligation to replace the lost investment forthwith with similar investmentof the same class and issue together with all rights and privileges pertainingthereto or compensate the Trust to the extent of such loss.

16.6 All cash forming part of the Fund Property shall be deposited by the Trustee

in a separate bank account as directed by the Management Company to beopened in the name of the Trustee, as a nominee of the Unit Trust, with aBank or Financial Institution having minimum investment grade rating bySECP approved credit rating agency. Such Bank or Financial Institutionshall be required to allow profit thereon in accordance with the rulesprescribed by such Bank or the Financial Institution for sharing of profitsor mark-up on deposits maintained in such account or under any otherarrangement approved by the Management Company.

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16.7 Remuneration of the Management Company; Remuneration of the Trustee;Brokerage and transaction costs related to investing and disinvesting ofthe Fund Property; Legal and related costs incurred in protecting orenhancing the interests of the Fund or the collective interest of the UnitHolder(s), Bank charges and borrowing/financial costs, Audit fees andcharges, Marketing expenses specifically related to the Fund, Formationcosts, Mutual Funds Association of Pakistan fee, Fee/Charges payable tothe SECP or any other regulatory bodies and taxes if any applicable to theTrust shall be payable out of the Fund Property.

17. Transactions relating to Investors (Unit Holders) 17.1 The Trustee shall provide the Management Company daily Statements of

all the Bank Accounts being operated by the Trustee for the Unit Trust. 17.2 The Management Company shall also advise the Trustee on a daily basis

of the details of amounts to be paid to respective Unit Holders againstredemption requests, if any. Such payments shall be effected by the Trusteeout of the accounts of the Unit Trust by way of transfer of the appropriateamounts to the designated bank accounts of the Unit Holders or throughany other mode(s) of payment and such payment shall be subject to NBFCRules or by dispatch of dividend cheques/warrants/advice to the UnitHolders by registered post at their respective addresses. Such dispatchshall constitute discharge of the Management Company and the Trusteein respect of such payment.

17.3 The Management Company may make arrangements through branches of

banks to facilitate issuance and Redemption of Units of the Unit Trust ormay appoint Investment Facilitators for this purpose. A request for purchaseof Units may also be made through the use of electronic means such asInternet or ATM facilities or Credit Card facilities.

17.4 The Management Company shall, from time to time, advise the Trustee ofthe dividend distribution for the Unit Trust. The Trustee shall establish aseparate Bank Account for dividend distribution and transfer the amountpayable as cash dividend to such Account after deducting such Taxes andZakat as may be required under the law. The Trustee may rely on theamount certified by the Auditors as the dividend payable in cash afteradjusting for dividend being distributed in the form of Units of the UnitTrust.

17.5 The Trustee shall pay to the Management Company’s order such sums outof the sale proceeds of Units or the sums retained out of the redemption

amounts as are representative of Front-end or Back-end Loads or chargesor other recoveries that are specified in the Trust Deed or OfferingDocument, as being payable out of the Issue or Redemption Prices.

17.6 Without prejudice to the foregoing, and subject to any law for the timebeing in force, the Trustee shall endeavor to ensure and employ prudentpractices to ensure that information pertaining to Fund Property, such as,but not restricted to, investments made, list of Unit Holders etc., is notcompromised, dispersed or provided to any third party without expressconsent of the Management Company.

17.7 Where any loss is caused to the Fund Property or to the ManagementCompany due to Trustee’s failure to comply with Clause 17.6, the Trusteeshall make good that loss by depositing a sum equivalent to the loss in theFund Property or making payment to the Management Company, as thecase may be.

17.8 Where no loss is caused to the Fund or the Management Company, but abreach of trust has been caused by the Trustee as referred to in Clause17.6 above, the Management Company shall be entitled to recover suchother reasonable penalty from the Trustee as determined by theManagement Company, or in case of disagreement between theManagement Company and the Trustee then Clause 32 hereof shall apply.

18. Transactions relating to Investment Activity/Portfolio Management 18.1 The Management Company shall, from time to time, instruct the Trustee

of the settlement instructions relating to any investment/dis-investmenttransactions entered into by it on behalf of the respective Unit Trust. TheTrustee shall carry out the settlements in accordance with the dictates ofthe specific transactions. The Management Company shall ensure thesettlement instructions are given promptly after entering into the transactionso as to facilitate timely settlement and the Trustee, on its side, shall ensurethat the settlement is handled in a timely manner in accordance with dictatesof the transaction.

18.2 The Trustee shall ensure that where applicable, payments againstinvestments are made against delivery and vice versa, unless specifiedotherwise.

18.3 The Trustee shall promptly forward to the Management Company any

notices, reports or other documents issued by the issuers of securities,recipients of any of the Trust Funds (as deposits, refunds, distribution ofdividends, income, profits, repayment of capital or for any other reason),

33 34

any depository, an intermediary or agent in any transaction or from anycourt, government, regulator, stock or other exchange or any other partyhaving any connection with the transaction.

18.4 The Trustee shall also, if so required by the nature of such notices ordocuments mentioned in the foregoing clause, act, with the consent of theManagement Company in a manner that is in the best interest of the UnitTrust. Such action shall include legal action if called for and the Trusteeshall be entitled to recover any legal costs reasonably incurred from theUnit Trust.

18.5 The Management Company shall intimate the Trustee with regard todividends, other forms of income or inflows, and any rights or warrantsrelating to the investments that are due to be received. Further, the Trusteeshall also report back to the Management Company any such amounts orwarrants that are received on such accounts from time to time.

18.6 The Trustee shall provide proxies or other forms of powers of attorney tothe order of the Management Company with regard to any voting rightsattaching to any investment.

19. Other matters relating to The Unit Trust 19.1 Declaration of Net Asset Value based prices

The Management Company shall, at such frequencies as are prescribed inthe relevant Offering Documents, determine and announce the Net AssetValue based prices. Under certain circumstances as provided in the TrustDeed, the Management Company may suspend the announcement of theprices.

19.2 Purchase (Offer) and Redemption (Repurchase) of Units

The Registrar shall process purchase and redemption applications as wellas conversion/switching and transfer applications in accordance with therelevant Offering Document. Based on the prices applicable to the relevantpurchase or Redemption, the Registrar shall determine the number of Unitsto be issued or redeemed. Under certain circumstances as provided in thisDeed, the Management Company may suspend the issue and/or redemptionof Units.

20. Voting Rights on Fund Property 20.1 All rights of voting attached to any Fund Property shall be exercisable by

the Management Company on behalf of the Scheme and it shall be entitledto exercise the said rights in what it may consider to be the best interestsof the Unit Holders and may refrain at its own discretion from the exerciseof any voting rights and the Trustee or the Unit Holders shall not have anyright to interfere or complain.

20.2 The Trustee shall upon written request by the Management Company,

from time to time at the expense of the Fund execute and deliver or causeto be executed or delivered to the Management Company or their nomineespowers of attorneys or proxies authorizing such attorneys and proxies tovote consent or otherwise act in respect of any investment in such formand in favour of such person(s) as the Management Company may requirein writing.

The phrase “rights of voting” or the word “vote” used in this sub-clauseshall be deemed to include not only a vote at a meeting but the right toelect or appoint directors, any consent to or approval of any arrangementscheme or resolution or any alteration in or abandonment of any rightsattaching to any Investment and the right to requisition or join in arequisition to convene any meeting or to give notice of any resolution orto circulate any statement. The Management Company shall keep recordstating the reasons for casting the vote in favor of or against any resolutions.

20.3 Not later than one (1) Business Day of receipt, the Trustee shall forward

to the Management Company all notice of meetings and all reports andcirculars received by the Trustee as the holder of any investment.

21. Change of Management Company

21.1 The Trustee may with the prior approval of the SECP, remove theManagement Company by giving at least ninety days notice in writing tothe Management Company if any of the following have occurred:

a) The Management Company has willfully contravened the provisionsof this Deed in any material respect and has failed to rectify thecontravention within a reasonable period after the contravention hascome to its notice;

b) The Management Company goes into liquidation (other than voluntaryliquidation on terms previously agreed to with the Trustee for purposeof reconstruction and amalgamation);

c) A receiver is appointed over any of the assets of the ManagementCompany

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21.2 The Management Company may retire at any time with the prior writtenconsent of the SECP.

21.3 The removal of Management Company and appointment of a newManagement Company shall always require the prior approval of the SECPand the intimation of the same to the Trustee.

21.4 If the SECP has cancelled the registration of the Management Companyunder the provisions of the Rules, the SECP shall appoint another assetmanagement company as the management company for the Schemeaccording to the provisions of this Deed and the Rules.

21.5 Upon a new management company being appointed the ManagementCompany will take immediate steps to deliver all the documents and recordspertaining to the Trust to the new management company and shall pay allsums due to the Trustee.

21.6 Upon its appointment the new management company shall exercise allthe powers and enjoy all rights and shall be subject to all duties andobligations of the management company hereunder as fully as though suchnew management company had originally been a party hereto.

21.7 Furthermore, the Trustee may immediately upon the issuance of notice ofremoval of Management Company appoint auditors with the consent ofSECP from amongst the panel of auditors designated as “A” category byState Bank of Pakistan for the audit of Financial Institutions.

21.8 The Auditors so appointed shall be other than the existing auditors of theFund, the Management Company and the Trustee.

21.9 The Auditors shall have the same scope as that for the annual audit, orsuch other enhanced scope as may be specified by the Trustee or SECP.

21.10 The report for the audit shall be submitted by the auditors to the Trustee

not later than 30 Business Days from their appointment. A copy of thereport shall also be provided to SECP, out going Management Companyand the new Management Company.

21.11 The costs of audit shall be shared equally by the outgoing Management

Company, the new Management Company and the Fund.

22. Change of Trustee

22.1 The Trustee may retire voluntarily in accordance with and subject to theconditions of Clause 4.5 hereinabove.

22.2 If the Trustee goes into liquidation (otherwise than for the purpose ofamalgamation or reconstruction on terms previously agreed to with theManagement Company for purpose of reconstruction and amalgamation)or ceases to carry on business or a receiver of its undertaking is appointedor it becomes ineligible to act as a trustee of the Unit Trust under theprovisions of the Rules, the Management Company shall with the approvalof the SECP, by an instrument in writing, remove the Trustee from itsappointment under this Deed and shall by the same or some other instrumentin writing simultaneously appoint as trustee some other company orcorporation according to the provisions of the Rules and this Deed as thenew Trustee.

22.3 The Management Company may remove the Trustee, with the priorapproval of the SECP, after giving at least ninety days notice in writing tothe Trustee on grounds of any material default or non-compliance withthe provisions of this Deed or the Rules, and appoint another Trustee.

22.4 Upon the appointment of a new Trustee, the Trustee shall immediatelydeliver all the documents and records to the new Trustee and shall transferall the Fund Property and any amount deposited in any Distribution Accountto the new Trustee and make payments to the new Trustee of all sums duefrom the Trustee.

22.5 The new Trustee shall exercise all the powers and enjoy all rights andshall be subject to all duties and obligations of the Trustee hereunder asfully as though such new Trustee had originally been a party hereto.

22.6 Notwithstanding, removal/resignation of the Trustee and its subsequent

discharge from its duties under this Deed and the Rules, the Trustee shallremain entitled to the benefit of Clauses 4.5, 5.B.7, 5.B.8, 5.B.9 and 5.B.16without prejudice to the Trustee’s responsibility or obligation to liquidateany liability for which the Trustee may have become liable under thisDeed and/or the Rules.

22.7 Furthermore the Management Company may immediately upon the

issuance of notice of removal of Trustee appoint Auditors with the consentof SECP from amongst the panel of auditors designated as “A” categoryby State Bank of Pakistan for the audit of Financial Institutions.

22.8 The Auditors so appointed shall be other than the existing auditors of theFund, the Management Company and the Trustee.

22.9 The Auditors shall have the same scope as that for the annual audit, or

such other enhanced scope as may be specified by the ManagementCompany or SECP.

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22.10 The report for the audit shall be submitted by the auditors to theManagement Company not later than 30 Business Days from theirappointment. A copy of the report shall also be provided to SECP, outgoing Trustee and the new Trustee.

22.11 The costs of audit shall be shared equally by the outgoing Trustee, the

new Trustee and the fund.

23. Types of Units 23.1 The Management Company may initially issue the following types of Units:

i. Class “A” (Restricted/Core Units) Units issued to the Core Investorswith no Sales Load. These Units cannot be redeemed for a period oftwo (2) years from the date of closure of First Offer. However suchUnits are transferable.

ii. Class “A” Units being offered and issued during the Private Placementand Initial Period of Offer (IPO) with no Sales Load.

iii. Class “B” Units, which shall be offered and issued after the InitialOffering Period with Sales Load.

23.2 All Units and fractions thereof represent an undivided share in the Fund

and rank pari passu as to their rights in the net assets, earnings, and thereceipt of the dividends and distributions. Each Unit Holder has a beneficialinterest in Scheme, proportionate to the Units held by such Unit Holder.

23.3 All Units issued from time to time shall rank pari passu inter se and shall

have such rights as are set out in this Deed and the Offering Document. 23.4 Core Units to be subscribed by the Core Investors shall be Type “A”

(Restricted) Units, which shall be offered and issued at the price ofRs. 50/- (Rupees fifty only) per Unit. Such Units shall not be redeemablefor a period of two years from the date of closure of First Offer. A mentionof this restriction and its termination date shall be entered into the Registerand shall be noted on any Certificate issued in respect of such Units. Theseunits shall however be transferable.

23.5 After the First Offer, the Offer Price shall be determined from time to timepursuant to sub-clause 7.1.2 of this Deed and Rule 80 of the Rules.

23.6 By a deed supplemental to this Deed the Management Company may at

any time with the approval of the Trustee and the SECP on giving not lessthan twenty-one days notice in writing to each Unit Holder subdivide orconsolidate the whole or any part of the Units and the Unit Holder shall bebound accordingly. The Management Company shall require in such noticethat each Unit Holder to whom Certificates have been issued, (who shallbe bound accordingly) deliver up his Certificates for endorsement orenfacement with the number of Units to be represented thereby as a resultof such sub-division or consolidation; provided that any delay or failureto deliver up the Certificates shall not delay or otherwise affect any suchsub-division or consolidation.

24. Purchase (Offer) of Units

24.1. The Management Company shall be responsible for obtaining all requisiteconsents and approval(s) for the purchase (offer) and issue of Units andfor the issue, publication or circulation of the Offering Document.

24.2 Except as provided herein the Units shall be offered through the authorizedoffices or branches of the Distributors on all Business Days.

24.3 Application for Purchase of Units shall be made by completing the

prescribed Purchase of units application Form and submitting it to theauthorized branches of the Distributor or to the Management Companytogether with the payment by cheque, bank draft, payorder, credit card etcas the case may be in favour of the Fund and crossed “Account Payeeonly” or in cash upto the approved limit. Such Forms have to be submittedwithin the announced business hours on the business days.

24.4 Each Unit Holder(s) shall be liable to pay the Purchase (Offer) Price of

the Units subscribed by him together with a sum sufficient in the opinionof the Management Company to cover any Duties, Charges, levies etcpayable in connection with the purchase of such Units and no furtherliability shall be imposed on him in respect of any Units held by him. TheUnits shall be issued in fractions upto four decimal points, only againstreceipt of full payment.

24.5 An application for purchase of Units shall deem to have been made inaccordance with the provisions of the Offering Document, if such documentprescribes automatic issuance of Units under certain circumstances.

25. Purchase (Offer) and Redemption (Repurchase) of Units Outside

Pakistan 25.1 Subject to exchange control and other applicable laws, rules and

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regulations, in the event of arrangements being made by the ManagementCompany for the purchase (offer) of Units to person(s) not resident inPakistan or for delivery in any country outside Pakistan, the price at whichsuch Units may be issued may, at the discretion of the ManagementCompany, include in addition to the Purchase (Offer) price as hereinbeforeprovided a further amount sufficient to cover any exchange risk insurance,any additional stamp duty or taxation whether national, local or otherwiseleviable in that country in respect of such issue or of the delivery or issueof Certificates, or any additional costs relating to the delivery of certificatesor the remittance of money to Pakistan or any other cost in general incurredin providing this facility.

25.2 In the event that the Redemption Price for Units shall be paid in any Country

outside Pakistan, the price at which such Units may be redeemed may atthe discretion of the Management Company include as a deduction to theRedemption Price as hereinbefore provided a further amount sufficient tocover any exchange risk insurance and any additional stamp duty or taxationwhether national, local or otherwise leviable in that country in respect ofsuch payment or redemption or any bank or other charges incurred inarranging the payment or any other cost in general incurred in providingthis facility.

25.3 The currency of transaction of the Trust is the Pakistan Rupee and theManagement Company, Trustee or any Distributor are not obliged totransact the Purchase or Redemption of the Units in any other currencyand shall not be held liable, save as may be specifically undertaken by theManagement Company, for receipt or payment in any other currency orfor any obligations arising therefrom.

26. Register of Unit Holders 26.1 A Register shall be maintained by the Registrar at such a place as is agreed

by the Management Company. The Management Company shall ensurethat the Registrar shall comply with all relevant provisions of this Deedand the Rules.

26.2 The Management Company shall ensure that the Registrar shall at all

reasonable times during business hours give the Trustee and itsrepresentatives access to the Register and to all subsidiary documents andrecords or certified copies thereof and to inspect the same with or withoutnotice and without charge but neither the Trustee nor its representativesshall be entitled to remove the Register or to make any entries therein oralterations thereto.

26.3 The Registrar shall, within seven working days of receiving a writtenrequest from any Unit Holder(s), post (or send by courier or throughelectronic means) to such Unit Holder(s) details of such Unit Holder’saccount in the Register. The Management Company may prescribereasonable charges for servicing of any additional requests.

26.4 The Register shall contain the following information:

a) Full names, father’s/husband’s name and addresses of Unit Holder(s)together with a copy of the National Identity Card Number and/orcopy of passport (if applicable).

b) The number and type of the Units held and the distinctive numbers of

Certificate(s), if any c) The date on which the name of every Unit Holder was entered in

respect of the Units standing in his name d) The date on which any Transfer or Redemption is registered e) Information about lien, Pledge or charge on Units f) Tax and Zakat status of the Unit Holder(s) g) Record of the signature of the Unit Holder(s) h) Nominees of the Unit Holder(s) and i) Such other information as Management Company may require

26.5 The Register shall be conclusive evidence as to the Units held by each

Unit Holder. 26.6 Any change of name or address of any Unit Holder shall forthwith be

notified in writing to the Registrar, who on being satisfied therewith andon compliance with such formalities (including in the case of a change ofname, the surrender of any Certificate(s) previously issued to such UnitHolder(s) and the payment of the fee) shall alter the Register or cause it tobe altered accordingly and in the case of a change of name shall, ifrequested, issue new Certificate(s) to such Unit Holder(s).

26.7 The Registrar shall not register more than four (04) Joint Holders for aUnit. In case of the death of any one of the Joint Holders the survivor or

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survivors shall be the only person(s) recognized by the Trustee as havingany title to or interest in the Units held by the Joint Holders. Providedhowever, the Registrar or the Trustee may at their discretion request thesurvivors to provide succession certificates or other such mandate from acourt or lawful authority, if they consider necessary.

26.8 A body corporate may be registered as a Unit Holder or as one of Joint

Unit Holders. 26.9 The Register may be closed with intimation to the Trustee for such period

as the Management Company may from time to time determine and aftergiving at least seven days notice to Unit Holder(s), provided that it is notclosed for more than forty-five days in any calendar year.

26.10 The Unit Holders shall be the only person to be recognized by the Trustee,

the Management Company and the Registrar as having any right, title orinterest in or to such Units and the Trustee, the Management Companyand the Registrar may recognize the Unit Holders as the absolute ownerthereof and shall not be bound by any notice to the contrary and shall notbe bound to take notice of or to see to the execution of any trust exceptwhere required by any court of competent jurisdiction. However, theManagement Company may authorize the Registrar to record a lien onany or all Units held by a Unit Holders in favour of a third party at therequest of such Unit Holders or Joint Unit Holders as the case may be.

26.11 The executors or administrators or succession certificate holder of deceased

Unit Holder (not being one of several Joint Unit Holders) shall be theonly person recognized by the Trustee and the Management Company ashaving title to the Units represented thereby. However, the operation ofthe account within the Unit Holder Register of the Unit Holder will continueas per the mandate and authority given at the time of opening of the accountthrough the Investor Account Opening Form.

26.12 Any person becoming entitled to a Unit in consequence of the death or

bankruptcy of any sole Unit Holder(s) or of the survivor of Joint UnitHolders may subject as hereinafter provided upon producing such evidenceas to his title as the Trustee shall think sufficient either be registered himselfas Holder of such Unit upon giving the Trustee/Distributor such notice inwriting of his desire or transfer such Unit to some other person. All thelimitations, restrictions and provisions of this Deed relating to transfershall be applicable to any such notice or transfer as if the death orbankruptcy had not occurred and such notice or transfer was a transferexecuted by the Unit Holders. Provided however, the Management

Company or the Trustee may at their discretion request the survivors toprovide succession certificates or other such mandate from a court or lawfulauthority, if they consider necessary.

26.13 The Trustee shall retain any money payable in respect of any Unit of which

any person is, under the provisions as to the transmission of Unitshereinbefore contained, entitled to be registered as the Unit Holder(s) orwhich any person under those provisions is entitled to transfer, until suchperson shall be registered as the Holder of such Unit or shall duly transferthe same.

26.14 The registrar shall, subject to any law in force, ensure at all times and

shall endeavour to implement prudent practices to ensure that the Registeror the information contained therein of all or any particular Unit Holder(s)is not provided to any third party without express permission from theManagement Company or the Unit Holder(s) himself, unless any disclosureis required in compliance with any applicable laws, rules and regulationsor where such disclosure is required by an appropriate court or competentauthority.

26.15 Where the Registrar is found guilty of breach of trust as referred to in

26.14 above, the Management Company may impose such penalty asdeemed fit in accordance with the nature of breach. Provided further wherethe Fund, the Management Company, the Trustee or the Unit Holderssuffer any loss due the aforementioned breach of trust, the Registrar shallbe liable to make good such loss in addition to the penalty, if any imposedby the Management Company.

26.16 Where there is a dispute between the Management Company and the

Registrar on account of ascertaining the breach of trust as referred to in26.14 above or the loss or the penalty as referred to in 26.15 above, anArbitrator shall be appointed for its resolution with mutual consent of theManagement Company and the Registrar, the decision of which shall bebinding on all the parties to dispute.

27. Issuance of Certificates 27.1 Upon being satisfied that the Offer Price for each Unit or fraction thereof

has been received in full from the applicant, the Registrar shall issue anaccount statement that will constitute evidence of the number of Unitsregistered in the name of the Unit Holder(s).

27.2 Certificates shall be issued only if so requested by the Unit Holders at the

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time of application or at any later stage (save in the case of Units issuedunder certain administrative arrangements that exclude issuance ofcertificates) and upon payment of a fee of Rupees Fifty (50) per Certificateof any denomination, subject to revision of fee from time to time by theManagement Company together with a sum sufficient in the opinion ofthe Management Company to cover any Duties and Charges payable inconnection with the issue of such Certificate. The proceeds of such feewill accrue to the Management Company.

27.3 Certificates shall only be issued for Units that have been fully paid. 27.4 Certificates where requested shall be issued as herein provided not later

than twenty-one Business Days after the date of such request. TheCertificate may be sent to the principal account holder named first or hisduly authorized nominee at his own risk by registered post or by courierservice or may be collected by the Unit Holder(s) from the Distributor.

27.5 In the case of Units held Jointly the Registrar shall not issue more than

one Certificate for the Units held by such Joint Unit Holders and deliveryof such Certificate to the principal Account Holder named first thereinshall constitute sufficient delivery to all Joint Unit Holders.

27.6 Certificates shall be issued in such form as may from time to time be

agreed between the Management Company and the Trustee. A Certificateshall be dated, shall bear the name of Trust and or Scheme, name andaddress of the Management Company and the name of the Trustee, shallbear a distinctive serial number and shall specify the number of Unitsrepresented thereby and the name and address of the Unit Holders asappearing in the Register.

27.7 Certificates may be engraved or lithographed or printed as the Management

Company may determine from time to time with the mutual agreement ofthe Trustee and shall be signed on behalf of the Trustee by a duly authorizedofficer(s) of the Trustee and on behalf of the Management Company by aduly authorized officer(s) of the Management Company. Every suchsignature shall be autographic unless there shall be for the time being inforce an arrangement authorized by the Trustee adopting some lithographicor other mechanical method of signature in which event all or any of suchsignatures may be effected by the method so adopted. The Certificatesshall also bear the signature of the authorized representative(s) of theRegistrar, which shall always be autographic. No Certificate shall be ofany force or effect until signed as herein above mentioned. Certificate sosigned shall be valid and binding notwithstanding that before the date of

delivery thereof the Trustee or the Management Company or the Registraror any person whose signature appears thereon as a duly authorizedsignatory may have ceased to be the Trustee, Management Company,Registrar, Distributor or an Authorized Signatory.

28. Replacement of Certificates

28.1 Subject to the provisions of this Deed and in particular to the limitationsof the denominations of Certificates as may be fixed by the ManagementCompany and subject to any regulations from time to time made by theTrustee with the approval of the Management Company every Unit Holdersshall be entitled to exchange upon surrender of the existing Certificateany or all of his Certificates for one or more Certificates of suchdenominations as he may require representing the same aggregate numberof Units.

28.2 In case any Certificate shall be lost, stolen, mutilated, defaced or destroyed,the Registrar with the approval of the Management Company may issueto the person entitled new Certificate in lieu thereof. No such newCertificate shall be issued unless the applicant shall previously have:

i) Returned the mutilated or defaced Certificate or furnished to theDistributor/Registrar evidence satisfactory to the ManagementCompany of the loss, theft or destruction of the original Certificate,

ii) Paid all expenses incurred in connection with the investigation of thefacts; and

iii) Furnished such indemnity as the Management Company and the

Trustee may require.

Neither the Management Company nor the Trustee or the Distributor/Registrar shall incur any liability for any action that they may take ingood faith under the provision of this sub-clause. Provided furtherthat the Trustee and/or the Management Company may also requireissuance of public notices in newspapers at the cost of the pertinentUnit Holder before issuing any new Certificate.

28.3 Before the issuing of any Certificate under the provision of this sub-clausethe Distributor/Registrar may require from the applicant for the Certificatethe payment to it of a fee of fifty (50) Rupees for each Certificate, subjectto revision of fee from time to time by the Management Company togetherwith a sum sufficient in the opinion of the Management Company to coverany Duties and Charges payable in connection with the issue of suchCertificate.

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29. Transfer of Units

29.1 Every Unit Holder(s) shall be entitled to transfer the Units held by him byan instrument, i.e. the Service Request Form, in such form as theManagement Company may prescribe from time to time.

29.2 A Certificate shall be transferable only in its entirety. 29.3 The aforesaid Form must be signed by both the transferor and the transferee

and the transferor shall be deemed to remain the Holder of the Unitstransferred until the name of the transferee is entered in the Register inrespect thereof.

29.4 The instrument of transfer, i.e. the Service Request Form, must be duly

completed in all respects including affixation of transfer stamps of therequisite value, if applicable. Where Certificates have been issued theTrustee may dispense with the production of any Certificate where theCertificate shall have become lost, stolen or destroyed subject tocompliance by the transferor with the like requirements to those arising inthe case of an application by him for the replacement thereof as providedin this Deed or as required by the Registrar.

29.5 All instruments of transfer shall be retained by the Registrar. 29.6 The Registrar/Transfer Agent with the prior approval of the Management

Company and the Trustee shall be entitled to destroy all instruments oftransfer or the copies thereof as the case may be which have been registeredat any time after the expiration of ten years from the date of registrationthereof and all Certificates which have been cancelled at any time afterthe expiration of three years from the date of cancellation thereof and allregisters, statements and other records and documents relating to the Trustat any time after the expiration of six years from termination of the Trust.The Trustee or the Management Company or the Distribution Companyor Registrar shall be under no liability whatsoever in consequence thereofand it shall conclusively be presumed in favour of the Trustee or theManagement Company or the Distribution Company or Registrar that everyinstrument of transfer so destroyed was a valid and effective instrumentduly and properly registered by the Trustee or the Management Companyor the Distribution Company or Registrar and that every Certificate sodestroyed was a valid Certificate duly and properly cancelled, providedalways that:

i) The provisions aforesaid shall apply only to the destruction of a

document in good faith and without notice of any claim (regardlessof the parties thereto) to which the document may be relevant;

ii) Nothing in this sub-clause shall be construed as imposing upon the

Trustee or the Management Company or the Distributor or Registrarany liability in respect of the destruction of any document earlierthan as aforesaid or in any case where the conditions of proviso (i)above are not fulfilled; and

iii) Reference herein to the destruction of any document includesreference to the disposal thereof in any manner.

30. Pledge/Lien of Units

30.1 Any Unit Holder as per the Investor Account Opening Form may requestthe Registrar to record a Pledge/Lien of all or any of his/their Units infavor of any third party legally entitled to invest in such Units in its ownright. The Registrar shall register a lien on any Units in favor of any thirdparty with the consent of the Management Company. Any charges, duties,levies etc applicable on such Pledge/Lien will be borne by the Pledgor.

30.2 The Pledge/Lien once registered shall be removed by the authority of theparty in whose favor the Pledge/Lien has been registered or through anorder of a competent court. Neither the Trustee, nor the ManagementCompany, nor the Registrar, shall be liable for ensuring the validity of anysuch Pledge/Lien. The disbursement of any loan or undertaking of anyobligation against the constitution of such Pledge/Lien by any party shallbe at the entire discretion of such party and neither the Trustee nor theManagement Company nor the Registrar takes any responsibility in thismatter.

30.3 Payments of dividends or the issue of bonus Units and Redemptionproceeds or any other benefits of the Units under Pledge/Lien shall bemade to the Pledge/Lien Holder for the Account of the Unit Holder.

31. Audit 31.1 The Management Company shall at the establishment of the Scheme and

with the consent of the Trustee, appoint as auditor, a firm of charteredaccountants who shall be independent of the auditor of the ManagementCompany and the Trustee and such auditor shall not be appointed formore than three consecutive years. The Management Company may atany time, with the concurrence of the Trustee, remove the Auditors andappoint another Auditor in its place.

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31.2 The following persons shall not qualify to be the Auditors of the Trust:

a) A person who is or at any time during the preceding three years wasa director, officer or employee of the Management Company or theTrustee.

b) A person who is a partner of, or in employment of, a director, officer,employee, or connected person of the Management Company orTrustee.

c) The spouse of a director of the Management Company or Trustee.

d) A person who is indebted to the Management Company or Trustee;and

e) A body corporate.

31.3 Appointment of a partnership firm to be the Auditors shall be deemed to

be the appointment of all persons who are partners in the firm for the timebeing.

31.4 The Auditors shall have access to the books, papers, accounts and vouchers

of the Trust, whether kept at the office of the Management Company,Trustee, Custodian, Registrar or elsewhere and shall be entitled to requirefrom the Management Company, Trustee and their directors, officers andagents such information and explanations as considered necessary for theperformance of audit.

31.5 The Trustee shall be entitled to require the Auditors to provide such further

reports as may be agreed between the Trustee and the ManagementCompany as may be considered necessary to facilitate the Trustee in issuingthe certification required under the Rules.

31.6 The Auditors shall prepare a written report to the Unit Holders on the

books of accounts of the Trust and the balance sheet and income andexpenditure account and on every other document forming part of thebalance sheet and income and expenditure account, including notes,statement or schedule appended thereto.

31.7 The contents of the Auditors report shall be as required in the Rules. 31.8 The Management Company shall:

a) Within one month of the close of the first and third quarter and withintwo months of the close of first half (6 months) of its year of account,prepare and transmit (physically or through electronic means or onthe web subject to SECP approval) to the Unit Holders and theCommission balance sheet as on the end of that quarter, profit andloss account, cash flow statement and a statement of changes in equityfor that quarter, whether audited or otherwise, in accordance with theRules.

b) Within four months of closing of the Accounting Period, prepare andtransmit (physically or through electronic means or on the web subjectto SECP approval) the annual report together with a copy of thebalance sheet, income and expenditure account together with theAuditor’s report for the Accounting Period to the SECP and UnitHolders in accordance with the Rules.

32. Arbitration

In the event of any disputes arising out of this Trust Deed or OfferingDocument between the Management Company on the one part and theTrustee on the other part, including as to the respective rights andobligations of the Parties hereto, as well as those relating to theinterpretation of the terms and conditions of this Trust Deed and/or theOffering Document relating to the Unit Trust, the same shall be referredto arbitration by two arbitrators, one to be appointed by the ManagementCompany and the other to be appointed by the Trustee. In the event oflack of consensus between the two arbitrators, the matter shall be referredto an umpire, to be selected by the two arbitrators before commencementof the reference. The unanimous decision of both the arbitrators, or thedecision of the umpire, as the case may be, shall be final and binding uponboth the Parties. The arbitrators and the umpire shall be selected fromamongst senior partners of renowned firms of chartered accountants, orsenior partners of renowned Law Firms, or senior bankers or seniormembers of the Karachi Stock Exchange (Guarantee) Limited, (who mayeven be the heads of corporate members). The venue of the arbitrationshall be Karachi. The arbitration shall be conducted in accordance withthe Arbitration Act, 1940.

33. Confidentiality

The Trustee and the Management Company and every director or officer

49 50

of the said parties who are in any way engaged in the business of the Trustand all persons employed or engaged by the said parties in connectionwith the business of the Trust shall observe strict confidentiality in respectof all transactions of the Trust, its Unit Holders and all matters relatingthereto and shall not disclose any information or document which maycome to his knowledge or possession in the discharge of his duties exceptwhen required to do so in the ordinary course of performance of his dutiesor by law or if compelled by any court of law or a competent authority.

34. Miscellaneous 34.1 Any notice required to be served upon the Unit Holders shall be deemed

to have been duly given if sent by post or courier service to or left at hisaddress as appearing in the Register. Any notice so served by post shall bedeemed to have been served on the day following that on which the lettercontaining the same is posted, and in proving such service it shall besufficient to prove that such letter was properly addressed, stamped andposted.

a) The Trustee or the Management Company shall advertise any such

notice in one leading daily newspaper in Pakistan having its primarycirculation either in Karachi, Lahore or Islamabad.

b) Service of a notice or document to principal Account Holder shall be

deemed effective service on all the other Joint Unit Holders. c) Any notice or document sent by post or courier service to or left at

the registered address of a Unit Holders shall notwithstanding thatsuch Unit Holders be then dead or bankrupt and whether or not theTrustee or the Management Company have notice of his death orbankruptcy be deemed to have been duly served and such serviceshall be deemed a sufficient service on all persons interested (whetherjointly with or as claiming through or under him) in the Unitsconcerned.

34.2 If at any time, any Clause of this Deed is or becomes in whole or in part

illegal, invalid or unenforceable in any respect under the laws of anyjurisdiction, the legality, validity and enforceability of the remainingClauses of this Deed hereof, shall not in any way be effected or impairedthereby.

34.3 A copy of this Deed and of any such supplemental deed shall be made

available for inspection at the respective Head Offices of the Trustee and

of the Management Company at all times during usual business hours andshall be supplied by the Management Company to any person onapplication at a charge of fifty (50) Rupees per copy or at such rate asdetermined from time to time by the Management Company.

35. Definitions

Unless the context requires otherwise the following words or expressionsused in this Deed above, shall have the following meanings respectivelyassigned to them viz.:

35.1 “Accounting Date” means the date 31st December in each year and anyinterim dates at which the financial statements of the Trust are drawn up.Provided, however, that the Management Company may, with the consentof the Trustee and after obtaining approval of the SECP and theCommissioner of Income Tax, change such date to any other date.

35.2 “Accounting Period” means a period ending on and including anAccounting Date and commencing (in case of the first such period) on thedate on which the Fund is registered and in any other case from the end ofthe preceding Accounting Period.

35.3 “Auditors” means a firm of chartered accountants that is appointed by theManagement Company, with the consent of Trustee, as the auditor for theScheme, who shall be independent of the auditor of the ManagementCompany and the auditor of the Trustee, as provided under the Rules;

35.4 “Authorized Branch or Branches” means those branches of the Distributorswhose addresses shall be given in the Offering Document.

35.5 “Authorized Investment” means Pakistan origin investments transacted,issued, traded or listed inside or outside Pakistan and includes any of thefollowing:

35.5.1 Securities, shares, stock, bonds, debentures, debenture stock, participationterm certificates, modaraba certificates, musharika certificates, term financecertificates, participation term certificates, convertible bonds and otherasset backed or mortgage backed securities or securities traded or to betraded Over-The-Counter (OTC) Markets. Such investments shall includethose for ready settlement as well as those for future settlement;

35.5.2 Treasury bills and other Government Securities; 35.5.3 Money Market Instruments, Certificates of Deposit and Bankers’

Acceptances;

51 52

35.5.4 Deposits with Banks or Financial Institutions (subject to an appropriateinvestment grade rating, or as per the criteria that may be laid down by theSECP);

35.5.5 Units in any other unit trust schemes (both open and closed end); 35.5.6 Any other equity or money market security (subject to an appropriate

investment grade rating, or as per the criteria that may be laid down by theSECP) in respect of which permission to deal on a Stock Exchange iseffective;

35.5.7 Reverse REPOs. Purchase or sale of a security for ready settlement and

the reverse thereof (sale or purchase, as the case may be) for futuresettlement;

35.5.8 COT or any other such replacement subject to relevant SECP approval;

and

35.5.9 Investment in any equity or money market security that may or may not belisted on the Stock Exchange but does not include bearer security or anysecurity that would involve assumption of unlimited liability.

35.5.10 Real Estate Investment Trusts (REITS), subject to applicable laws andspecific SECP approval.

35.5.11 Any other security and/or instruments that may be allowed by the SECP,the NBFC Rules or any other regulatory authority from time to time.

35.5.12 Subject to SECP and other regulatory approvals the Fund may seek toinvest in Foreign Securities issued, listed and traded outside Pakistan onsuch terms, guidelines and directions as may be issued by SECP and theState Bank of Pakistan from time to time.

35.5.13 Warrants, options (including financial options and contracts), derivatesand contracts subject to prior approval of SECP and provided these donot result in the fund being exposed to unlimited risk. Provided noinvestment in such securities/contracts will be made in contravention ofthe Rules.

35.6 “Back-end Load” means a Processing Charge, not exceeding five percentof the Redemption Price, deducted by the Management Company fromthe Net Asset Value in determining the Redemption Price.

35.7 “Bank” means any Scheduled Bank, as defined under the State Bank of

Pakistan Act, 1956 and licensed to carry on banking business and shallinclude a bank incorporated outside Pakistan and carrying on bankingbusiness in Pakistan as a Scheduled Bank.

35.8 “Bank Accounts” means those account(s) opened and maintained for the

Trust by the Trustee at Banks, the beneficial ownerships in which shallvest in the Unit Holders.

35.9 “Business Day” means a day (such business hours thereof) when offices

of fund are open for business in Pakistan. 35.10 “Carry Over Transaction (COT)” is a form of financing transacted through

the Stock Exchange. It consists of two simultaneous transactions, the firstfor purchase of an underlying security (shares) on the next settlement dateand the second for selling back the security at a higher price for a subsequentsettlement date.

35.11 “Certificate” means the definitive certificate acknowledging the number

of Units registered in the name of the Unit Holder(s) issued at the requestof the Unit Holders pursuant to the provisions of the Trust Deed.

35.12 “Connected Person” shall have the same meaning as assigned in the Rules. 35.13 “Constitutive Document” means the principal documents governing the

formation of an open-ended scheme and all related material agreements. 35.14 “Core Investors” of the Scheme shall be such initial Investors whose

subscription shall in aggregate be in compliance of the requirements ofClause 67(2) (f) of the Rules. The Core Investors shall be issued withCore Units representing their subscriptions. Particulars of the CoreInvestors shall be included in the Offering Document that shall be issuedfor this Trust.

35.15 “Core Units” shall mean such Units of the Trust that are issued to Core

Investors with the condition that these are not redeemable for a period oftwo years from the date of close of First Offer. Such Units are transferablewith this condition, but otherwise shall rank pari passu with all other Units,save for this restriction. Any transfer of the Core Units, during the firsttwo years of their issue, shall be affected only on the receipt by the Registrarof a written acceptance of this condition by the transferee.

35.16 “Custodian” means a Bank, a Central Depository Company, or any other

depository for the time being appointed by the Trustee in consultation

53 54

with the Management Company and the SECP, to hold and protect theassets of the Trust or any part thereof as custodian on behalf of the Trusteeand shall also include the Trustee itself, if it provides custodial servicesfor the Fund in accordance with Clause 5.B.5.

35.17 “Discount Rate” means the rate at which the State Bank of Pakistan makes

Funds available to banks for short periods against the collateral ofgovernment bonds; and if no longer published then the substitute thereof.

35.18 “Distribution Account” means the account (which may be a current, saving

or deposit account) maintained by the Trustee with a Bank as directed bythe Management Company in which the amount required for distributionof income to the Unit Holders shall be transferred. Interest, income orprofit, if any, including those accruing on unclaimed dividends, in thisaccount shall be transferred to the main account of the Fund from time totime, as part of the Fund Property for the benefit of the Unit Holders.

35.19 “Distributor(s)” means Company (ies), Firm(s) or Bank(s) appointed by

the Management Company for performing any or all of the DistributionFunctions and shall include the Management Company itself, if it performsthe Distribution Functions;

35.20 “Distribution Functions” means the functions with regard to:

35.20.1 Receiving applications for Purchase of Units together with aggregate OfferPrice for Units applied for by the applicants;

35.20.2 Interfacing with and providing services to the Unit Holders includingreceiving Redemption, Transfer and Pledge applications, conversionnotices and applications for change of address or issue of duplicateCertificates for immediate transmission to the Management Company orthe Registrar as appropriate; and

35.20.3 Acknowledging receipt by delivering customer copy in respect of 35.21.1and 35.21.2 above;

35.20.4 Accounting to the Management Company for (i) monies received fromthe applicants when they purchase Fund Units; (ii) payments made to theUnit Holders on Redemption of Units; and (iii) expenses incurred in relationto the Distribution Functions.

35.21 “Duties and Charges” means in relation to any particular transaction ordealing all stamp and other duties, taxes, Government charges, transferfees, registration fee and other duties and charges in connection with the

Issue, Sale, Transfer, Redemption or Purchase of Units or in respect of theissue, sale, transfer, cancellation or replacement of a Certificate orotherwise which may have become or may be payable in respect of orprior to or upon the occasion of the transaction or dealing in respect ofwhich such duties and charges are payable but do not include theremuneration payable to the Distributor or any Front-end or Back-endLoad or commission payable to agents on Sales and Redemption of Unitsor any commission charges or costs which may have been taken intoaccount in ascertaining the Net Asset Value.

35.22 “Alfalah GHP Value Fund”, “AGV”, “The Scheme”, “Trust”, “Unit Trust”

or “Fund” means the Unit Trust constituted by this Trust Deed forcontinuous offers for Sale of Units.

35.23 “First Offer” means the price of Rs. 50 per Unit during the initial offering

period determined by the Management Company, which shall not exceeda period of ten days (provided that this period may be extended with theprior approval of SECP).

35.24 “Formation Cost” means all preliminary and floatation expenses of the

Scheme including expenses in connection with authorization of the Schemeand its application fee payable to SECP, execution and registration of theConstitutive Document, issue, legal costs, printing, circulation andpublication of the Offering Document, announcements describing the Fund,marketing of the Fund to Unit Holders and inviting investment thereinand all expenses incurred during the period leading up to the First Offer.

35.25 “Front-end Load” means the sales and processing charges, also describedas Sales Load in Clause 35.45, payable to the Management Company,which are included in the Offer Price of Units.

35.26 “Fund’s Auditors” means the Auditors. 35.27 “Fund Property” means the aggregate proceeds of the sale of all Units at

Purchase (Offer) Price and any Transaction Costs recovered in the Purchase(Offer) or Redemption (Repurchase) price after deducting therefrom orproviding thereagainst the value of Redemption, Front-end Load, Back-end Load, Duties and Charges (if included in the Purchase <Offer> Priceor Redemption <Repurchase> Price) applicable to the Purchase orRedemption of Units and any expenses chargeable to the Fund; and includesthe Investment and all income, profits, shares, securities, deposits, rightand bonus shares, cash, bank balances, dividends, fees, commissions,receivables, claims, contracts, licenses, privileges and other benefits arising

55 56

therefrom and all cash and other movable or immovable assets andproperties of every description, whether accrued or accruing, for the timebeing held or deemed to be held upon trust by the Trustee for the benefitof the Unit Holders pursuant to the Trust Deed and shall include the income,profit, interest etc earned on the amount credited to the DistributionAccount but shall not include any amount standing to the credit of theDistribution Account and the income earned on the investments of theCore Investors (seed capital) and Private Placement Investors (as per Clause23) upto the date of the close of the First Offer which shall not form partof the Fund Property.

35.28 “Holder” or “Unit Holders” means the Investor for the time being enteredin the Register as owner of a Unit or a fraction thereof including Investorjointly so registered pursuant to the provisions of this Deed.

35.29 “Initial Period of Offer” means the same as “Initial Offering Period” and“Initial Public Offer” which means the period during which First Offer ofUnits shall be made, which shall be indicated in the Offering Document.

35.30 “Investment” means any Authorized Investment forming part of the FundProperty.

35.31 “Investment Facilitator” (Facilitator) means an Individual, Firm, Corporate

or other Entity appointed by the Management Company, at its soleresponsibility, to identify solicit and assist Investors in investing in theScheme. The Management Company shall compensate the Facilitatorsout of the Sales Load collected by it in the Offer Price.

35.32 “Net Assets” means the excess of assets over liabilities of the Fund, suchexcess being computed in the manner as specified under the NBFC Rules.

35.33 “Net Asset Value” means per Unit Value of the Fund arrived at by dividingthe Net Assets by the number of Units outstanding.

35.34 “Offer Price (Purchase Price)” means the sum to be paid by the investorfor the purchase one Unit, such price to be determined pursuant to theOffering Document.

35.35 “Offering Document” means the prospectus, advertisements or otherdocuments (approved by the SECP), which contain the investment anddistribution policy and all other information in respect of the Scheme, asrequired by the Rules and is calculated to invite offers by the public toinvest in the Scheme.

35.36 “Ordinance” means Companies Ordinance 1984.

35.37 “Par Value” means the First Offer Price of a Unit that shall be fifty Rupees.

35.38 “Personal Law” means the law of inheritance and succession as applicable

to the Individual Unit Holder(s).

35.39 “Redemption Price (Repurchase Price)” means the amount to be paid tothe relevant Holder of a Unit upon Redemption of that Unit, such amountto be determined pursuant to Clause 7.3 of the Trust Deed and to be statedin the Offering Document.

35.40 “Redemption of Units Form” means the prescribed form, which is to bestated in the Offering Document.

35.41 “Register” means the Register of the Holders kept pursuant to the Rules

and the Trust Deed.

35.42 “Registrar” means an organization that the Management Company mayappoint for performing the Registrar Functions and may include adepartment of the Management Company. The term and definition of“Transfer Agent” is also covered within the definition of a Registrar.

35.43 “Registrar Functions” means the functions with regard to:

35.43.1 Maintaining the Register;

35.43.2 Processing requests for Purchase (Offer), Redemption (Repurchase),Transfer and Transmission of Units and requests for recording of lien orfor recording of changes in data with regard to the Unit Holder(s);

35.43.3 Issuing Account Statement to the Unit Holders;

35.43.4 Issuing Certificates to the Unit Holders if required;

35.43.5 Dispatching income distribution advice and/or bank transfer intimations;and

35.43.6 Cancelling old Certificates on Redemption or Replacement.

35.44 “Rules” means the Non-Banking Finance Companies (Establishment andRegulation) Rules, 2003, as amended from time to time.

57 58

35.45 “Sales Load” means the sales and processing charge or commission(excluding Duties and Charges) not exceeding five percent (5%) of theOffering Price. The Management Company may, at its discretion, chargedifferent levels of the load to different Investors from time to time.

35.46 “SECP” means the Securities and Exchange Commission of Pakistan. 35.47 “Stock Exchange” means Karachi Stock Exchange, Lahore Stock

Exchange, Islamabad Stock Exchange or any other stock exchangeregistered under the Securities and Exchange Ordinance 1969.

35.48 “Service Request Form” means the prescribed form, which is to be stated

in the Offering Document. 35.49 “Transaction Costs” means the costs incurred or estimated by the

Management Company to cover the costs (such as, but not restricted to,Brokerage, Trustee charges, Taxes or Levies on transactions, etc.) relatedto the investing or disinvesting activity of the Fund’s portfolio, necessitatedby creation or cancellation of Units. Such costs may be added to the NAVfor determining the Purchase (Offer) Price of Units or be deducted fromthe NAV in determining the Redemption (Repurchase) Price. TheTransaction Costs may not normally be applied in determining these prices,however, if the Management Company is of the view that it is in the overallinterest of the Unit Holders, it may with intimation to the Trustee, applysuch charge either to the Offer or the Redemption Price. The ManagementCompany may, however, apply Transaction Costs while determiningPurchase (Offer) or Redemption (Repurchase) prices, without intimatingthe Trustee provided the difference between the Purchase (Offer) Priceand the Redemption (Repurchase) Price does not exceed five percent.The element of Transaction Costs taken into account in determining theprices and collected so, shall form a part of the Fund Property.

35.50 “Unit” means one undivided share in the Scheme and where the context

so indicates a fraction thereof.

Words and expressions used but not defined herein shall have the meaningsassigned to them in the Rules. Words importing persons includecorporations, words importing the masculine gender include the femininegender, words importing singular include plural and words “written” or“in writing” include printing, engraving, lithography or other means ofvisible reproduction.

IN WITNESS WHEREOF THIS DEED has been executed on the dayand year first above written.

The Common Seal of Alfalah GHP Investment Management Limitedwas hereunto affixed in the presence of;

Seal 1) ____________________Chief Executive

2) ____________________ Director

The Common Seal of Central Depository Company of Pakistan Limitedwas hereunto affixed in the presence of;

Seal 1) __________________Chief Executive Officer

Witnesses : 1) Name: _________________________NIC :__________________________

Signature: _______________________

2) Name: _________________________NIC :__________________________

Signature: _______________________

59 60

61 62

Annexure ‘A’ Annexure ‘B’

Annexure ‘C’ Annexure ‘D’

63 64

TARIFF STRUCTURE FOR OPEN-END MUTUAL FUNDSUNDER CDC’S TRUSTEESHIP

The Trustee remuneration shall consist of rembursement of actual custodialexpenses/charges plus the following tariff:

NET ASSETS(Rupees in million)

TARIFF

From To

1

>1,000

1,000

& ABOVE

Rs. 0.7 million or 0.20% p.a. of NAV,whichever is higher

Rs. 2.0 million plus 0.10% p.a. of NAVexceeding Rs. 1,000 million.

TABLE OF CONTENTS

CLAUSE PAGE1. Name of the Scheme 12. Participating Parties and Constitution of the Trust 13. Governing Law and Jurisdiction 34. Effect of this Deed, Status of Unit Holders and retirement/

change of Trustee, etc. 34.1 Deed Binding on each Unit Holders 34.2 Unit Holders not liable to make further Payments 34.3 Units to rank pari passu 34.4 Trustee to report to the unit holders 44.5 Manner in which the Trustee may retire 45. Role of the Management Company, Role of the Trustee

and Bank Accounts 55.A Role of the Management Company 55.B Role of the Trustee 85.C Bank Accounts 116. Investment of the Fund Property and Investment and

Borrowing Restrictions 126.1 Investment of the Fund Property 126.2 Investment Restrictions 136.3 Exception to Investment Restrictions 156.4 Borrowing and borrowing restrictions 157. Valuation of Property and Pricing 167.1 Determination of Purchase (Offer) Price 167.2 Allocation of Front-End Load 177.3 Determination of Redemption Price 187.4 Redemption of Units 198. Dealing, suspension and deferral of dealing 218.1 Temporary change in the method of dealing 218.2 Suspension of redemption of Units 218.3 Suspension of fresh issue of Units 228.4 Queue System 228.5 Winding up in view of major redemptions 239. Fees and Charges 239.1 The Management Company shall be entitled to receive 239.2 Remuneration of Trustee and its Agents 24

CLAUSE PAGE9.3 Formation Costs to be amortized against Property of

the Scheme 259.4 Other costs and expenses to be charged to and borne

by the Trust 2510. Transactions with Connected Persons 2611. Distribution Policy, Determination of Distributable

Income and Date of Distribution 2712. Annual Accounting Period 2913. Base Currency 3014. Modification of the Constitutive Documents 3015. Termination and Liquidation of the Scheme 3016. Fund Property 3117. Transactions relating to Investors (Unit Holders) 3318. Transactions relating to Investment Activity/Portfolio

Management 3419. Other matters relating to The Unit Trust 3520. Voting Rights on Fund Property 3521. Change of Management Company 3622. Change of Trustee 3723. Type of Units 3924. Purchase (Offer) of Units 4025. Purchase (Offer) and Redemption (Repurchase) of

Units Outside Pakistan 4026. Register of Unit Holders 4127. Issuance of Certificates 4428. Replacement of Certificates 4629. Transfer of Units 4730. Pledge/Lien of Units 4831. Audit 4832. Arbitration 5033. Confidentiality 5034. Miscellaneous 5135. Definitions 52

Annexure A 61Annexure B 62Annexure C 63Annexure D 64